Mangalam Industrial Finance Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Board of Directors ("the Board") have pleasure in presenting the 42^nd Annual Report of Mangalam Industrial Finance Limited ("the Company" or "MIFL"), along with the Audited Standalone Financial Statements for the financial year ended 31^st March, 2025. The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 ("the Act"), read with the relevant rules issued thereunder.

1. COMPANY OVERVIEW:

Mangalam Industrial Finance Limited ("the Company"), incorporated in 1983 as a Public Limited Company, is registered with the Reserve Bank of India (RBI) as a Non-Deposit Taking Non-Banking Financial Company (NBFC) under Registration No. B.05.02961.

The Registered Office of the Company is situated at Old Nimta Road, Nandan Nagar, Belghoria, Kolkata, West Bengal -700 083, India, while the Corporate Office is located at Hall No. 1, M R Icon, Next to Milestone, Vasna Bhayli Road, Vadodara, Gujarat - 391 410, India.

2. FINANCIAL HIGHLIGHTS:

The financial performance of your Company for the FY ended March 31, 2025, is summarized below:

(Amount ^ in Lakhs)
Particulars	Standalone
	Current Year 2024-25	Previous Year 2023-24
Interest & Other Income	355.96	261.45
Profit Before Depreciation & Taxation & Exceptional Items	206.08	29.04
Exceptional Items	0.00	0.00
Profit Before Depreciation & Taxation	206.08	29.04
Less: Depreciation	4.54	3.40
Less: Current Tax	55.27	6.66
Less: Earlier Years Tax	23.15	0.00
Less: Deferred Tax	(0.07)	0.21
Profit / (Loss) After Taxation	123.19	18.77
Add: Balance Brought Forward from Previous Year	(729.70)	(735.46)
Less: Transferred to Statutory Reserve	24.77	3.75

Less: Fair Valuation of Equity Instrument	0.00	0.00
Add: Other Adjustment	(109.28)	(9.26)
Less: Interim Dividend	34.37	0.00
Add: Contingent Provision For Standard Assets	0.00	0.00
Balance Carried to Balance Sheet	(774.94)	(729.70)

The Financial Statements of the Company for the year under review have been prepared in compliance with the Indian Accounting Standards (Ind AS), as notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 and other applicable provisions of the Companies Act, 2013, together with guidelines issued by the regulatory authorities, to the extent applicable.

3. OPERATIONS/STATE OF COMPANY''S AFFAIRS:

The Profit before tax during the year is ^ 201.54 Lakhs against loss before tax ^ 25.64 Lakhs in previous year. The Profit after tax is ^ 123.19 Lakhs against loss of ^ 18.77 Lakhs in previous year. In assessing the recoverability of loans, receivables and investments, the Company has considered internal and external sources of information, economic forecast and industry reports upto the date of approval of these financial results. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current Financial Year.

? BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS

The Company is registered as a Non-Banking Finance Company (NBFC) with the Reserve Bank of India and is primarily engaged in the business of financing and investment activities. Its operations are focused on providing financial assistance and exploring prudent investment opportunities, in line with applicable regulatory guidelines.

4. TRANSFER TO RESERVES:

The Company during the year under review, in accordance with Section 45-IC (1) of The Reserve Bank of India Act, 1934 has transferred an amount of ^ 24.77 Lakhs to Statutory Reserve. As on 31^st March, 2025, the balance in the Statutory Reserve is ^ 61.57 Lakhs.

5. CHANGES IN THE NATURE OF BUSINESS:

During the year under review, the nature of business of the Company remained unchanged.

6. DIVIDEND:

The company has not declared a Final Dividend for the financial year 2024-25 in order to strengthen its financial position and increase its reserves.

? INTERIM DIVIDEND

During the Financial Year 2024-25, the Board of Directors of your Company, at its meeting held on Friday, January 17, 2025, approved and declared the First Interim Dividend at the rate of ^0.01 per equity share (i.e., 1.00% of the paid-up value) on equity shares of face value ^1 each.

Further Promoter(s) have voluntarily waived their right to receive this First Interim Dividend. This decision has been duly noted by the Company upon receiving the letter(s) on 18^th January, 2025.The total dividend pay-out an account of interim dividend was Rs. 33,82,172.48 (Net Dividend) (Rupees Thirty Three lacs Eighty Two Thousand One hundred and Seventy Two Forty Eight Paisa Only).

In accordance with the provisions of Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Record Date was fixed as Tuesday, January 28, 2025, for the purpose of determining the eligibility of shareholders to receive the said Interim Dividend.

The Interim Dividend was disbursed to the eligible shareholders within the statutory timelines prescribed under Section 123 and Section 127 of the Companies Act, 2013, read with the relevant Rules made thereunder, and in compliance with the applicable provisions of the SEBI Listing Regulations.

The payment was executed through electronic clearing services (ECS/NEFT/RTGS) for shareholders who had registered their bank mandates with the Depositories/Registrar and Transfer Agent, while physical dividend warrants were dispatched to other eligible shareholders at their registered addresses.

The declaration and timely payment of this Interim Dividend reflect the Board''s consistent commitment towards enhancing shareholder value, rewarding shareholders for their trust and support, and maintaining compliance with all applicable regulatory and statutory requirements.

? DIVIDEND DISTRIBUTION POLICY

Since Company, not falling within the top 1000 listed entities by market capitalization, is not mandatorily required to formulate a Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The declaration and payment of the interim dividend have been made in accordance with the provisions of the Companies Act, 2013, specifically Section 123 and the rules framed thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 and 125 of the Act and Investor Education and Protection fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) and other relevant provisions of the Act, dividends of a company that remain unpaid or unclaimed for a period of seven consecutive years from the date of such transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF") set up by the Government of India. The unclaimed dividend for the financial year 2024-25 and all subsequent years must be claimed as early as possible failing which, it would be transferred to IEPF as per the (tentative) dates mentioned herein below:

Dividend Year	Type	Dividend Per Share (In. )	Dividend Declared	Date of Opening of Unpaid/ Unclaimed Dividend	Due date for Transfer to IEPF	Last date for Transfer of unclaimed Dividend to IEPF
2024-25	Interim Dividend	^0.01 per equity share (i.e., 1.00% of the paid-up value)	1.00%	15-02 2025	14-02-2032	13-01-2032

The statement of Unclaimed Dividend is available on Company''s website at https://www.miflindia.com/investor-

relations/dividend dividend details pattern.

8. RIGHTS ISSUE:

? During the year under review, the Board of Directors of your Company, at its meeting held on 21^st June, 2024, approved the proposal to raise funds aggregating up to ^49,00,00,000/- (Rupees Forty-Nine Crores only) by way of a Rights Issue of equity shares to the eligible equity shareholders of the Company. The fund-raising initiative has been undertaken in compliance with the provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, as amended from time to time.

? Subsequently, the Rights Issue Committee of the Company, at its meeting held on 20^th December, 2024, considered and approved the Draft Letter of Offer in relation to the proposed Rights Issue. The Draft Letter of Offer was duly filed with BSE Limited seeking their in-principle approval for the proposed issue and listing of equity shares arising therefrom.

? BSE Limited issued In-principle approval vide Ref: LOD/RIGHT/AM/FIP/69/2025-26 dated 16^th April, 2025 for the proposed rights issue for an amount not exceeding ^ 49.00 Crores.

? As on the date of this Report, the Company is in the process of finalizing the Letter of Offer for filing with BSE Limited and completing other related compliances as required under applicable regulatory provisions. The proceeds of the proposed Rights Issue, once completed, are intended to strengthen the capital base of the Company, augment its business operations, and enhance long-term shareholder value.

9. SHARE CAPITAL:

There were no changes in Authorized, Issued, Subscribed and Paid up Share Capital during the Financial Year 2024-25.

As on 31^st March, 2025, the Authorized, Issued, Subscribed and Paid-up Share Capital of the company stood at:

(Amount in Rs.)

Capital details
Authorized share capital	96,16,43,500
Issued Share Capital	96,16,43,500
Subscribed Share Capital	96,16,43,500
Paid- up Share Capital	96,16,43,500

Subsequent to the close of the financial year 2024-25, the Board of Directors of the Company, at its meeting held on 16^th June, 2025, approved an increase in the Authorized Share Capital of the Company from ^126,17,00,000/-(Rupees One Hundred Twenty-Six Crore Seventeen Lakhs only) divided into 126,17,00,000 equity shares of Re. 1/-each, to ^150,00,00,000/- (Rupees One Hundred Fifty Crore only) divided into 150,00,00,000 equity shares of Re. 1/- each, by creation of additional 23,83,00,000 (Twenty-Three Crore Eighty-Three Lakhs) equity shares of Re. 1/-each. The said resolution was passed by Members of Company pursuant to Postal Ballot dated 18^th July, 2025.

This increase in Authorized Share Capital has been undertaken to facilitate the proposed fund-raising activities of the Company and to provide adequate flexibility for future capital requirements, thereby supporting business expansion and long-term growth objectives.

? UTILISATION OF PROCEEDS

During the Financial Year ended 31^st March, 2025, the Company has not raised any funds. Accordingly, in compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has submitted a NIL Statement of Deviation/Variation, confirming that there were no deviations or variations in the utilization of funds, as no funds were raised.

Further, the Company has obtained in-principle approval from BSE for a proposed Rights Issue. However, the Draft Letter of Offer has not yet been filed and the process is currently underway. Therefore, as on 31^st March, 2025, no funds have been raised by the Company, and accordingly, a NIL Statement of Deviation/Variation has been filed.

? BUYBACK OF SECURITIES

During the year under review, the Company has not undertaken any buy-back of its securities. Accordingly, the disclosure under Section 68 of the Companies Act, 2013 and the rules made thereunder is not applicable.

? SWEAT EQUITY

During the year under review, the Company has not issued any Sweat Equity Shares. Accordingly, the disclosure requirements under Section 54 of the Companies Act, 2013 and the rules framed thereunder are not applicable.

? BONUS SHARES

During the year under review, the Company has not issued any Bonus Shares. Accordingly, the provisions relating to issuance of bonus shares under the Companies Act, 2013 and applicable regulations do not apply.

? EMPLOYEES STOCK OPTION PLAN

During the year under review, the Company has not granted or implemented any Stock Option Scheme to its employees, including Directors. Accordingly, the disclosures pertaining to ESOPs under the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are not applicable.

10. LISTING OF EQUITY SHARES:

The equity shares of the Company continue to remain listed on BSE Limited (Scrip Code: 537800).

The Company has duly complied with all the listing requirements and has paid the annual listing fees for the financial year 2024-25 to BSE Limited within the prescribed timeline.

Also Annual listing fees for the FY 2025-26 has been paid by the Company to BSE Limited.

11. CREDIT RATING

During the financial year ended 31^st March, 2025, the Company has not issued any debt securities nor has it accepted or renewed any fixed deposit schemes from the public.

Accordingly, there was no requirement to obtain a credit rating during the year under review.

12. MANAGEMENT- DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2025, the Board of Directors of the Company comprised Seven (07) Directors, consisting of One (01) Executive Director, actively engaged in the day-to-day management of the Company, Four (04) Non-Executive Independent Directors, and Two (02) Non-Executive Non-Independent Directors.

The composition of the Board is in conformity with the requirements prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR").

Further, in compliance with the provisions of SEBI LODR, the Board has identified and mapped the skills, expertise, and core competencies of its Directors that are considered essential for effective functioning and long-term value creation in the context of the Company''s business operations.

A detailed disclosure on the Board structure, committee composition, tenure of directors, and the matrix of skills and competencies forms part of the Corporate Governance Report, which is annexed to this Annual Report.

? COMPOSITION OF BOARD OF DIRECTORS TILL DATE OF THE REPORT:

During the year under review, there is change in the composition of the Board as stated below:

13. MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, 08 (Eight) meetings of the Board of Directors were duly convened and held. The time gap between two consecutive meetings were within the limit prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, at least two-thirds of the total number of Directors (excluding Independent Directors) shall be liable to retire by rotation at every Annual General Meeting ("AGM"), and one-third of such Directors are required to retire from office at each AGM, but are eligible for re-appointment.

In accordance with the said provisions, Mr. Venkata Ramana Revuru (DIN: 02809108), Executive Director of the Company, is liable to retire by rotation at the ensuing 42^nd AGM. Being eligible, he has offered himself for reappointment.

The details of the proposed re-appointment, together with a brief profile of Mr. Venkata Ramana Revuru (DIN: 02809108), are provided in the Explanatory Statement pursuant to Section 102 of the Act, as well as in the disclosure under Regulation 36(3) of the SEBI (LODR) Regulations, 2015, which form part of the Notice convening the AGM.

Your Board recommends the re-appointment of Mr. Venkata Ramana Revuru as a Director of the Company, liable to retire by rotation.

15. BOARD GOVERNANCE:

The Company has established a well-defined framework of Board Governance Guidelines to ensure transparency, accountability, and effective oversight. These guidelines cover aspects such as Board composition and diversity, clear definition of independence, tenure and retirement of Directors, and the roles of the Chairman and Board Members.

The framework also governs the constitution and functioning of Committees, nomination and appointment processes, induction and training of Directors, and principles of fair remuneration. Further, the Company has adopted a Code of Conduct for all Directors and Senior Management, and conducts regular Board and Committee evaluations to assess performance and effectiveness.

Through this governance structure, the Board provides strategic direction while safeguarding the interests of shareholders and stakeholders, ensuring compliance with the Companies Act, 2013, SEBI (LODR) Regulations, and evolving best practices in corporate governance.

16. BOARD DIVERSITY:

The Company recognizes that a diverse Board of Directors is vital to effective decision-making, balanced governance, and long-term value creation for stakeholders. In line with this, the Board has adopted Board Diversity Guidelines, which emphasize the importance of bringing together individuals with varied perspectives, expertise, and backgrounds.

These guidelines take into account multiple parameters including skills, experience, knowledge base, industry expertise, age, gender, cultural and geographical background, and professional outlook. The objective is to create a balanced mix of competencies that can collectively enhance the Board''s effectiveness in guiding the Company''s strategy and performance.

Further, the Company ensures compliance with all applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.The Board firmly believes that diversity fosters innovation, encourages independent thinking, and enables the Company to better understand and respond to the expectations of its diverse set of stakeholders.

The Company remains committed to reviewing its diversity practices on a regular basis to ensure that the Board continues to reflect an optimal combination of attributes required for the Company''s sustained growth and governance excellence.

17. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

The company''s directors provide the following statements, which they believe to be true and accurate based on the information they have available. These statements comply with the requirements of Section 134 of the Companies Act, 2013.

The company''s board of directors confirms that it has complied with the requirements of Section 134(3)(c) of the Companies Act, 2013, regarding the directors'' responsibility statement with regards to following:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31^st March, 2025;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2025 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

18. DECLARATION BY INDEPENDENT DIRECTORS AS ON MARCH 31, 2025:

In terms of the provisions of Section 149(6) of the Companies Act, 2013, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has received necessary declarations from all its Independent Directors confirming that they meet the criteria of independence prescribed under the aforesaid provisions. These declarations were submitted in compliance with Section 149(7) of the Companies Act, 2013.

Further, as per the requirements of Section 150 of the Companies Act, 2013 and the rules framed thereunder, the Independent Directors of the Company have duly registered themselves with the databank maintained by the Indian

Institute of Corporate Affairs (IICA), Manesar. Those Independent Directors who were required to undertake the online proficiency self-assessment test have successfully completed and cleared the said test within the prescribed time period.

The Board of Directors is of the opinion that all Directors including the Independent Directors of the Company possess requisite proficiency, expertise and experience. The Board is of the opinion that the Independent Directors of the Company are professionally qualified and well experienced in their respective domains and meet the criteria regarding integrity, expertise, experience and proficiency. Their qualifications, specialized domain knowledge, strategic thinking & decision making and vast experience in varied fields has immensely contributed in strengthening the Company''s processes to align the same with good industry practices.

? SEPARATE MEETINGS OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013, Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the SEBI (LODR) (Third Amendment) Regulations, 2024, vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12^th December, 2024, read with Schedule II, Part E (Discretionary Requirements), separate meetings of the Independent Directors of the Company were held on 08^th February, 2025 and 27^th March, 2025.

At these meetings, the Independent Directors, inter alia, deliberated on the following matters:

• Evaluation of the performance of Non-Independent Directors and of the Board as a collective body;

• Assessment of the performance of the Chairman, taking into account the views of both Executive and NonExecutive Directors;

• Review of the quality, adequacy, timeliness, and content of information flow between the Management and the Board to ensure effective discharge of the Board''s functions.

The Independent Directors also carried out the evaluation of the Chairman & Managing Director as well as the NonExecutive Directors. The outcome of the evaluation reflected overall satisfaction with the performance, governance practices, and the effectiveness of the Board and its leadership.

The Board of Directors further affirms that all Independent Directors of the Company meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, and continue to function independently of the Management. It is further confirmed that all Independent Directors attended the aforesaid meetings.

19. CODE OF CONDUCT:

The Company has formulated and implemented a comprehensive Code of Conduct Policy applicable to all Board Members and Senior Management Personnel. This policy serves as a guiding framework to ensure ethical business practices, transparency, integrity, and accountability in all dealings of the Company.

The Board Members have affirmed their compliance with the Code, reflecting the Company''s commitment to maintaining the highest standards of corporate governance.

The detailed policy on the Code of Conduct is available on the Company''s website at: https://www.miflindia.com/investor-relations/policies.

? COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director, affirming that all Directors and Senior Management Personnel of the Company have complied with the provisions of the Company''s Code of Conduct for the financial year 2024-25, in accordance with the requirements of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report.

? COMPLIANCE WITH SECRETARIAL STANDARDS

During the FY 2024-25, the Company has complied with the applicable provisions of the Secretarial Standards - 1 relating to ''Meetings of the Board of Directors'' and Secretarial Standards - 2 relating to ''General Meetings'' specified by the Institute of Company Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

20. BOARD COMMITTEES:

In order to adhere to the best corporate governance practices, to effectively discharge its functions and responsibilities and in compliance with the requirements of applicable laws, the Board of directors has constituted following committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders'' Relationship Committee

> Rights Issue Committee

The details with respect to powers, roles, terms of reference and changes in committee compositions, if any, of

Committees along with the dates on which meetings of Committees were held during the FY 2024-25 including the number of Meetings of the Committees that each Directors attended is provided in the ''Corporate Governance Report'' which forms part of this Report.

Further as per Section 177(8) of the Act, as amended from time to time, there have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board of Directors.

? COMMITTEE RECOMMENDATIONS

During the year under review, the Board of Directors considered and adopted all recommendations made by its Committees, in compliance with the provisions of the Companies Act, 2013 and applicable regulations. There were no instances where any recommendation of a Committee was not accepted by the Board.

21. BOARD PROCESSES, PROCEDURES AND PRACTICES:

? The Company recognizes that an effective Board is fundamental to sound governance and long-term success. The Board is composed of members with diverse expertise, knowledge, and perspectives, who are committed to their fiduciary duties and responsibilities. A structured governance framework guides the Board in steering the Company towards achieving its strategic objectives in an efficient and transparent manner.

? The functioning of the Board involves well-defined processes, including circulation of agendas, convening of meetings, deliberation on key matters, decision-making, and oversight of committees. In line with statutory requirements and best governance practices, the Board meets at least four times during the financial year, ensuring that the gap between two meetings does not exceed 120 days. Notices, detailed agenda papers, supporting notes, and other relevant information are circulated to Directors in advance to enable informed and timely decision-making. In exceptional cases, with the approval of the Board, certain items may be tabled at the meeting itself.

? During the meetings, the Chairman ensures adequate time for meaningful deliberations on all agenda items, particularly those involving strategic decisions. Constructive dialogue is encouraged, thereby enabling the Board to discharge its duties effectively.

? Further, the Company provides it''s Board and Committees with all material information as prescribed under

Regulation 17 and Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Such information is shared either in advance through agenda papers or presented during the meetings by way of detailed discussions and presentations. In cases involving unpublished price-sensitive information (UPSI), the same is circulated securely and only with the unanimous approval of the Board.

22. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD & ITS COMMITTEES AND OF INDIVIDUALS DIRECTORS:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Executive and Non- Executive Directors of the Company as per Section 178 of the Act, as amended from time to time, and as per Regulation 19 of the Listing Regulations. The criteria was set based on various attributes, inter alia, profile, experience, contribution, dedication, knowledge, sharing of information with the Board, regularity of attendance, aptitude & effectiveness, preparedness & participation, team work, decision making process, their roles, rights, responsibilities in the Company, monitoring & managing potential conflict of interest of management, providing fair and constructive feedback & strategic guidance and contribution of each Director to the growth of the Company.

The Company has devised the Board''s Performance Evaluation process along with performance evaluation criteria / form for Independent and Non-Independent Directors of the Company and criteria for evaluation of Board''s / Committee''s performance along with remarks and suggestions. The performance of the Board as a whole and Committees were evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

Independent Directors of the Company in their Separate meeting reviewed the performance of Non-Independent Directors and Chairman of the Company. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The feedback of the Meeting was shared with the Chairman of the Company in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

Criteria for performance evaluation of Board, that of its Committees and Individual Directors are provided in Corporate Governance Report which is forming part of this report.

23. FAMILIARIZATION PROGRAMMES:

The Board of Directors is provided with adequate opportunities to familiarize themselves with the Company, its management, and overall operations. As part of the familiarization programme, the Company organizes various programs, sessions, and seminars to keep Directors updated on industry trends, business processes, applicable laws, rules, regulations, and governance practices relevant to the Company''s operations. Presentations covering key business areas, including strategy, risks, opportunities, and quarterly performance, are also shared to enable Directors to gain deeper insight into the Company''s diverse activities and the industry in which it operates.

Further, at the time of their appointment, each Director is issued a formal letter clearly setting out their roles, functions, duties, responsibilities, and expectations from the Board. The familiarization programme for Independent Directors is specifically designed to help them effectively understand the Company''s business model, management framework,

and operations, thereby enabling them to contribute meaningfully to the Board''s deliberations.

The detailed policy on the familiarization programme is available on the website at https://www.miflindia.com/investor-relations/policies.

24. AUDIT COMMITTEE:

The Company has constituted an Audit Committee in compliance with the provisions of Section 177 of the Companies Act, 2013, the applicable rules framed thereunder, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Audit Committee functions in accordance with its terms of reference as approved by the Board, which are aligned with the statutory requirements.

The Board of Directors confirms that all recommendations made by the Audit Committee during the financial year were accepted in full, and accordingly, no disclosure is required in respect of any non-acceptance of such recommendations.

The composition of the Audit Committee, along with details of its meetings and attendance of members during the year, is provided in the Corporate Governance Report, which forms part of this Annual Report.

? AUDIT COMMITTEE RECOMMENDATIONS

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board.

25. RISK MANAGEMENT:

The Company has formulated and implemented a comprehensive Risk Management Policy that provides a structured framework for identifying, assessing, monitoring, and mitigating potential risks that may impact its operations and business continuity. The policy not only sets out the Company''s approach to managing financial, operational, compliance, and strategic risks but also defines the responsibilities of senior executives in risk monitoring, mitigation, and reporting. During the year under review, the management reviewed and updated the Risk Management Policy to further strengthen its effectiveness by aligning it with evolving industry practices, regulatory changes, and emerging business risks. This structured approach helps the Company safeguard its assets, ensure sustainable business growth, and strike an optimal balance between risk and reward while protecting and enhancing shareholder value.

In accordance with the provisions applicable to listed entities ranked between 1001 and 2000 by recognized stock exchanges, the constitution of a Risk Management Committee is discretionary, with its composition, roles, and responsibilities specified under the relevant regulations. Since the Company falls outside the mandatory threshold for such constitution, no separate Risk Management Committee was reconstituted during the financial year 2024-25. Nevertheless, the Board of Directors, through its established governance framework and existing Board Committees, continues to oversee and monitor key risks. This approach ensures that appropriate risk management practices, internal controls, and mitigation strategies remain in place to safeguard the Company''s interests and support sustainable growth.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In compliance with Section 177(9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism / Whistle Blower Policy, which has been duly communicated to all Directors and employees. The policy is also available on the Company''s website at www.miflindia.com.

The Vigil Mechanism provides a secure channel for Directors and employees to report genuine concerns, including unethical practices, suspected or actual fraud, violations of the Company''s Code of Conduct, and any instance of leakage or suspected leakage of Unpublished Price-Sensitive Information (UPSI). The mechanism ensures complete protection against victimization or retaliation for those who raise such concerns and, in exceptional cases, allows direct access to the Chairman of the Audit Committee.

During the financial year under review, no complaint was received under the Vigil Mechanism. Further, it is confirmed that no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the company''s website at https://www.miflindia.com/investor-relations/policies.

27. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures relating to the remuneration and other details of Directors, Key Managerial Personnel, and employees of the Company are annexed to this Report as Annexure - B.

It is further confirmed that during the year under review, the Company has not employed any individual drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said Rules.

28. POLICY ON REMUNERATION:

In accordance with the provisions of Section 178 of the Companies Act, 2013 and other applicable provisions, if any, of the Act read with the Rules thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a comprehensive Nomination and Remuneration Policy for the appointment and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.

As per the Policy, all proposals for appointment of Directors, KMP, and Senior Management are reviewed and recommended by the Nomination and Remuneration Committee (NRC) in its duly convened meetings before being placed before the Board for approval.

The key features of the NRC Policy are as follows:

• Laying down the objectives of the Policy in line with the Company''s long-term goals and governance principles.

• Providing definitions for terms relevant to the Policy for better clarity and consistency.

• Establishing a framework for the appointment and removal of Directors, KMP, and Senior Management personnel.

• Outlining the guiding principles for determining the remuneration structure of Managerial Personnel, KMP, Senior Management, and other employees, ensuring fairness and competitiveness.

• Prescribing norms for determining the remuneration payable to Non-Executive and Independent Directors in line with applicable legal and regulatory provisions.

The Nomination and Remuneration Policy is made available on the Company''s website at https://www.miflindia.com/investor-relations/policies for reference by stakeholders.

29. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, the Company, being a Non-Banking Financial Company (NBFC), has neither accepted nor renewed any deposits from the public or its employees, within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014.

31. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

In accordance with Section 186(11) of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, the Company, being an NBFC registered with the Reserve Bank of India and having as its main objects, as per the Memorandum of Association, the carrying on of investment activities and financing of industrial enterprises, is exempt from complying with the provisions of Section 186, except for subsection (1), in relation to loans granted, guarantees given, securities provided, or investments made by the Company.

Further, for details of investments made by the Company, if any, please refer Notes to the Audited Financial Statements of the Company for the financial year ended March 31, 2025.

32. CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:

The Company is committed to the highest standards of corporate governance, transparency, and accountability in all its dealings. In line with this commitment, the Company conducts all related-party transactions (RPTs) strictly in the ordinary course of business and on an arm''s length basis. The Board of Directors has approved a comprehensive Related Party Transactions Policy in accordance with the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), which is available on the Company''s website at https://www.miflindia.com/investor-relations/policies.

During the financial year 2024-25, all transactions with related parties, as defined under Section 2(76), 188(1) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") were carried out in the ordinary course of business and at arm''s length. All such transactions were reviewed and approved by the Audit Committee, ensuring full compliance with the Company''s policy and regulatory requirements.

For the financial year 2024-25, all materially significant RPTs with promoters, directors, key managerial personnel, or other designated persons were placed before the Audit Committee for prior approval. Omnibus approval was obtained annually for transactions of a repetitive nature. Disclosures were made to the Board regularly, in accordance with IND AS 24, and further details can be referred to in Note 31 of the Standalone Financial Statements.

In compliance with Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly filed its half-yearly disclosures of related-party transactions with the Stock Exchange within the prescribed timelines. Pursuant to the amendment as notified by SEBI through a circular dated December 31, 2024 (SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185), the Company has also disclosed and filed all related-party transactions for the financial year ended March 31, 2025, in the Integrated Finance.

Details of contracts or arrangements with related parties during the financial year ended March 31, 2025, as specified under Section 188(1) of the Companies Act, 2013, are set out in Annexure A to this report.

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not covered under the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, for the financial year 2024-25. Accordingly, the Company is not required to formulate a CSR policy or undertake any CSR initiatives during the year.

34. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT. 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES. 2014:

The Company is not required to provide disclosures relating to the conservation of energy, technology absorption, or foreign exchange earnings and outgo, in accordance with Section 134(3)(m) of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014.

35. AUDITORS. AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS

? STATUTORY AUDITORS

The Company''s statutory auditors play a vital role in upholding transparency, integrity, and compliance in financial reporting. At the 38^th Annual General Meeting held on September 27, 2021, the shareholders appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara (Firm Registration No. 129738W) as the statutory auditors of the Company for a term of two years, up to the conclusion of the 40^th Annual General Meeting in 2023.

Subsequently, in accordance with regulatory requirements and based on the recommendation of the Audit Committee, the Board of Directors reappointed M/s. Mahesh Udhwani & Associates for a second term of three years, which will conclude at the 43^rd Annual General Meeting of the Company. The terms of their engagement, including remuneration, were mutually agreed upon between the auditors and the Board.

The auditors have confirmed that they are eligible and qualified to continue as statutory auditors of the Company and comply with all conditions under Sections 139 and 141 of the Companies Act, 2013, as well as relevant guidelines issued by the Reserve Bank of India.

For the financial year 2024-25, the statutory auditors'' report does not contain any qualifications, observations, or adverse remarks, indicating the Company''s adherence to prescribed accounting standards and regulatory requirements.

The Board of Directors values the professional guidance and assurance provided by the auditors, which strengthens the Company''s financial reporting processes, internal controls, and compliance framework. The engagement of experienced statutory auditors contributes to maintaining high standards of financial transparency, investor confidence, and corporate governance.

? INTERNAL AUDITOR

The Company has appointed M/s. Upadhyay & Company LLP, Chartered Accountants (Firm Registration No. 131136W) as its Internal Auditors in compliance with the provisions of Section 138(1) of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014. The appointment reflects the Company''s commitment to maintaining robust internal controls, risk management practices, and governance standards.

The Internal Auditors report directly to the Audit Committee of the Board, ensuring their independence and objectivity. The Audit Committee conducts a quarterly review of the audit findings, including the assessment of the adequacy and effectiveness of internal control measures and compliance with applicable laws and regulations. The Committee

evaluates the recommendations of the Internal Auditors and provides guidance for strengthening internal systems, operational efficiency, and financial reporting reliability.

Further, at its meeting held on 17^th May, 2025, the Board of Directors approved the reappointment of M/s. Upadhyay & Company LLP as the Company''s Internal Auditors for the financial year 2025-26. The continued engagement of a professionally qualified and experienced audit firm ensures continuity, in-depth understanding of the Company''s operations, and sustained focus on enhancing the internal control environment.

? SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors at its meeting held on 24^th April, 2024, appointed M/s. Pooja Gala & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2024-25.

Subsequently, based on the recommendation of the Audit Committee, the Board at its meeting held on 21^st June, 2024, appointed CS Kamal A Lalani, Practicing Company Secretary, in place of M/s. Pooja Gala & Associates, to undertake the Secretarial Audit of the Company for the financial year 2024-25 with effect from 21^st June, 2024.

Further, at its meeting held on 10^th March, 2025, the Board of Directors approved the appointment of Mr. Kamal A. Lalani (M No: A37774) and (COP: 25395), Peer-Reviewed Practicing Company Secretary, as the Secretarial Auditor of the Company for a term of five consecutive financial years, from 1st April, 2025, to 31st March, 2030. This appointment has been made pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Meetings of Board and its Powers) Rules, 2014, based on the recommendation of the Audit Committee and the approval of the Board of Directors.

The appointment is subject to the approval of shareholders at the ensuing Annual General Meeting. The appointment of a peer-reviewed and experienced Secretarial Auditor underscores the Company''s commitment to strong corporate governance, statutory compliance, and transparency in all secretarial and regulatory matters.

The Secretarial Auditor has submitted their report in Form MR-3 for the financial year ended 31^st March, 2025, which forms part of the Directors Report as Annexure D. The report confirms that the Company has complied with all applicable provisions of the Companies Act, SEBI regulations, and other statutory requirements.

There is qualification made by the auditors in their Secretarial Audit Report of the Company for the financial year ended 31^st March, 2025. The observation made in the Secretarial Audit Report are as per the following:

? During the period under review, the Company has submitted the required forms and returns with the Registrar of Companies (ROC)/Ministry of Corporate Affairs (MCA) within the prescribed time, except for a few e-forms which were submitted with additional fees.

Management''s Response / Board''s Comments:

The Board noted the observation of the Secretarial Auditor. The delay in filing of certain e-forms was inadvertent and occurred due to procedural/technical reasons. The Board further confirms that the said e-forms have since been filed with additional fees, thereby regularizing the compliance. The Company is in the process of further strengthening its internal monitoring mechanism to ensure timely filing of all statutory forms in future and avoid recurrence of such delays.

? REPORTING OF FRAUDS

During the financial year 2024-25, neither the Statutory Auditors nor the Secretarial Auditors have reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013. Accordingly, there are no matters related to fraud requiring disclosure in the Board''s Report for the year.

? INTERNAL FINANCIAL CONTROLS

The Company has conducted a comprehensive audit for the financial year 2024-25 to ensure compliance with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the circulars and guidelines issued thereunder.

In accordance with Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company has established and maintained adequate internal control systems that are commensurate with its size, scale, nature, and complexity of operations. These systems are designed to safeguard all assets and investments against loss, theft, or unauthorized use, and provide reasonable assurance regarding the accuracy and reliability of financial and operational information.

The Company has devised systems to ensure compliance with the provisions of all applicable laws to the Company. During the year, M/s. Upadhyay & Company LLP, (Chartered Accountants) the Internal Auditor of the Company were assigned the responsibility for ensuring and reviewing the adequacy of legal compliance systems in the Company as required under the Act. Compliance with all laws applicable to the Company was checked by the Internal Auditor and no non-compliance with laws applicable to the Company was reported to the Company.

Further, the internal control framework ensures adherence to management policies, regulatory compliance, and proper monitoring of organizational processes, thereby strengthening governance and supporting effective decisionmaking across the Company.

? STAUTORY DISCLOSURES

A copy of the audited financial statements of the Company for the financial year 2024-25 will be made available to any member of the Company who requests the same at any point in time. In accordance with the applicable accounting standards, a Cash Flow Statement for the financial year 2024-25 is annexed to the Balance Sheet, providing a clear view of the Company''s liquidity, financial position, and movement of funds during the year.

36. COST AUDIT AND COST RECORDS:

During the financial year under review, the maintenance of cost records and the requirement of a cost audit, as prescribed under Section 148(1) of the Companies Act, 2013, are not applicable to the business activities carried out by the Company.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has established a robust and well-structured system of internal controls to ensure the reliability of financial reporting and the safeguarding of assets. Comprehensive policies, guidelines, and procedures are in place across all business processes, designed to maintain the accuracy of financial and operational records and support accountability throughout the organization.

The effectiveness of the internal control framework is assessed through a combination of internal audits, statutory audits, secretarial audits, including the statutory auditors'' audit of internal financial controls over financial reporting. The Internal Audit Plan is dynamic, aligned with the Company''s strategic objectives, and reviewed quarterly by the Audit Committee. The Audit Committee also monitors the progress of management actions arising from internal audit observations to ensure timely resolution.

Based on the evaluation of the internal financial controls, the work performed by the auditors and consultants, and the oversight by management and relevant Board Committees, the Board of Directors is satisfied that the Company''s internal financial controls were adequate and effective during the financial year 2024-25. Throughout the year, these controls were regularly assessed, and no material weaknesses were identified in their design or operation.

38. INTERNAL AUDIT & CONTROL SYSTEMS:

The Company has a well-defined and documented internal control system, tailored to its size, scale, and nature of operations. This system is designed to provide reasonable assurance regarding the accuracy of transaction recording and the reliability of financial and operational information. Comprehensive checks and balances are in place to safeguard assets, ensure proper authorization and utilization, and accurately record all transactions in the Company''s books. The Company continuously reviews and updates its processes and systems to respond effectively to evolving regulatory requirements and business conditions.

The Internal Auditors report directly to the Audit Committee, which, as of 31^st March, 2025, comprised Five (05) directors: One (01) Non-Executive Non-Independent Director and Four (04) Non-Executive Independent Directors. The Audit Committee is regularly updated on the findings of internal audits and the corrective actions taken by management. It assesses the adequacy and effectiveness of the internal control system, recommends improvements where necessary, and obtains the internal auditor''s opinion on the robustness of the control framework.

39. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments, if any, affecting the Financial Position of the Company which have occurred from the end of the Financial Year till the date of the Report.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis (MD&A) Report, providing a comprehensive overview of the Company''s operations, financial performance, and business outlook, is included as Annexure C to this Annual Report. It offers insights into key operational highlights, market trends, risks, and future strategies of the Company.

41. CORPORATE GOVERNANCE:

The Company has a long-standing legacy of ethical governance practices and remains committed to implementing robust corporate governance frameworks to ensure transparency, accountability, and the creation of long-term shareholder value.

In accordance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company, along with a Certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations, forms part of this Annual Report under the heading "Report on Corporate Governance". This section highlights the Company''s governance structure, Board composition, committee oversight, shareholder engagement, and adherence to best practices in corporate governance.

42. ANNUAL RETURN:

Pursuance to Section 92(3) read with Section 134(3)(a) of the Companies a copy of Annual Return in Form No. MGT-7 as required under The Companies Act, 2013 is uploaded on Company''s website and can be accessed at https://www.miflindia.com/investor-relations/corporate-announcement/annual-return-and-report.

43. EQUAL OPPORTUNITY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company is dedicated to fostering a safe, healthy, and welcoming work environment for all employees, regardless of their gender, caste, creed, color, or social status. This commitment extends to all employees. During the financial year, no complaints were received regarding workplace conditions or discrimination.

a.	Number of complaints filed during the financial year	NIL
b.	Number of complaints disposed off during the financial year	NA
c.	Number of complaints pending as on end of the financial year	NA

44. AMENDMENT IN ARTICLES OF ASSOCIATION:

The Board of Directors of the Company, at its meeting held on 31^st August, 2024, approved the adoption of a new set of Articles of Association (AOA) of the Company, in accordance with the Form of Table F prescribed under the Companies Act, 2013, to replace the existing Articles of Association.

The new AOA has been restructured and aligned with the provisions of the Companies Act, 2013, Secretarial Standards issued by the Institute of Company Secretaries of India, and other applicable laws. The revised AOA provides a

modernized framework for the management and administration of the Company, reflecting contemporary governance practices and regulatory requirements.

The adoption of the new AOA was considered expedient to wholly replace the existing AOA and bring clarity, transparency, and consistency to the governance framework of the Company.

The shareholders of the Company, at the 41^st Annual General Meeting held on Saturday, 28^th September, 2024, conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), approved the adoption of the new set of AOA in compliance with the provisions of the Companies Act, 2013. This amendment ensures that the Company''s governance framework remains current, robust, and in line with statutory requirements, and serves as a guiding document for the observance of all members.

45. AMENDMENT IN MEMORANDUM OF ASSOCIATION:

Subsequent to the close of the financial year 2024-25, the Board of Directors, at its meeting held on 16^th June, 2025, approved an increase in the Authorized Share Capital of the Company from Rs. 126,17,00,000/- (Rupees One Hundred Twenty-Six Crore Seventeen Lakhs only), divided into 126,17,00,000 (One Hundred Twenty-Six Crore Seventeen Lakhs) equity shares of Re. 1/- each, to Rs. 150,00,00,000/- (Rupees One Hundred Fifty Crore only), divided into 150,00,00,000 (One Hundred Fifty Crore) equity shares of Re. 1/- each. This increase was effected through the creation of additional 23,83,00,000 (Twenty-Three Crore Eighty-Three Lakhs) equity shares of Re. 1/- each.

Consequent to the increase in Authorized Share Capital, the Board also approved the alteration of Clause V of the Memorandum of Association (MOA) of the Company to reflect the revised share capital structure.

Pursuant to postal ballot results dated 18^th July, 2025, the members of the Company approved the alteration of the MOA, substituting the existing Clause V with the revised Clause V, thereby formally effecting the increase in Authorized Share Capital.

46. POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS :

The Company has established a comprehensive Policy on Document Preservation and Archiving in compliance with Regulation 9 and Regulation 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy sets forth clear guidelines for the retention, maintenance, and preservation of records and documents that are material to the Company''s operations and statutory compliance. The policy is accessible on the company''s website at https://www.miflindia.com/investor-relations/policies.

47. INSIDER TRADING CODE:

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading. The Company has appointed its Company Secretary as the Compliance Officer, who is responsible for implementing the Code and ensuring adherence to the procedures for trading in the Company''s securities. During the financial year 2024-25, the Company reviewed and updated its internal policies to align with the amendments introduced by SEBI in December 2024, which expanded the definition of connected persons, included unverified market-sensitive information as UPSI, and provided additional flexibility in trading plans. The Company has ensured compliance with these regulatory changes and has maintained a structured digital database to monitor and control the flow of unpublished price-sensitive information. During the year under

review, there were no instances of non-compliance with the Code, reflecting the Company''s commitment to transparency, integrity, and the highest standards of corporate governance.

48. CEO/CFO CERTIFICATION:

In accordance with Regulation 17(8) read with Part B of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a certificate from the Chief Financial Officer (CFO) and Managing Director of the Company, addressed to the Board of Directors, has been obtained. The certificate confirms the accuracy and completeness of the financial statements, including the Cash Flow Statement for the financial year ended 31^st March, 2025, the adequacy of the internal control measures, and the matters reported to the Audit Committee. A copy of this certificate is included as part of this Annual Report under the heading "Report on Corporate Governance".

49. DECLARATION SIGNED BY THE MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:

In accordance with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Report includes a declaration by the Managing Director confirming that all Directors and Senior Management Personnel of the Company have fully complied with the Company''s Code of Conduct during the financial year 2024-25.

The Code of Conduct is available on website at https://www.miflindia.com/investor-relations/policies.

50. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the FY 2024-25, there was no application made nor any processing was pending under the Insolvency and Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The Company has not entered into any one-time settlement arrangements for loans from Banks or Financial Institutions during the financial year under review. Consequently, details relating to the difference between the loan valuation at the time of settlement and the original loan valuation, along with the reasons thereof, are not applicable.

52. SHARE TRANSFER SYSTEM

In accordance with Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, securities of listed companies can be transferred, transmitted, or transposed only in dematerialized form with effect from 1^st April, 2019. To eliminate risks associated with physical share certificates and to facilitate efficient portfolio management, shareholders holding shares in physical form are advised to convert their holdings into dematerialized form at the earliest.

Further, as per recent SEBI and MCA guidelines, all listed companies are required to ensure dematerialization of their equity shares to enhance transparency, safeguard investor interests, and simplify the transfer process. Shareholders are requested to liaise with the Company''s Registrar and Share Transfer Agent or any SEBI-registered Depository Participant (DP) to complete the dematerialization process.

The Company continuously monitors the shareholding pattern to ensure compliance with statutory and regulatory requirements and to facilitate prompt processing of requests related to transmission, transfer, or dematerialization.

53. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT, 2013:

During the financial year under review, the Company does not have any holding, subsidiary, joint venture, or associate companies.

54. INDIAN ACCOUNTING STANDARDS. 2015:

The accompanying financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, and other applicable provisions of the Companies Act, 2013. The financial statements comply, in all material respects, with IND AS, ensuring accurate presentation of the Company''s financial position, performance, and cash flows.

55. SECRETARIAL STANDARDS OF ICSI:

The Company is in full compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government. These standards ensure proper governance, transparency, and adherence to statutory requirements in the conduct of Board and shareholder meetings.

56. ACKNOWLEDGEMENTS:

The Board of Directors wishes to place on record its sincere gratitude and appreciation for the unwavering support and cooperation received from the Company''s members, business associates, the Reserve Bank of India, financial institutions, and other government authorities during the past financial year. Their guidance and encouragement have played a vital role in enabling the Company to achieve its operational and strategic objectives.

The Board also acknowledges the dedication, commitment, and professionalism of the Company''s employees at all levels, whose efforts have been critical in driving innovation, operational efficiency, and sustainable growth. Their contribution continues to strengthen the Company''s competitive position and organizational resilience.

Further, the Board extends its appreciation to the shareholders, customers, and banking partners for their continued trust and support. The confidence of these stakeholders not only reinforces the Company''s governance framework but also motivates the Board and management to pursue long-term value creation, transparency, and excellence in all aspects of business operations.

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Mar 31, 2024

Your Directors are delightfully presenting the 41^st (Forty-First) Report of the Board of Directors ("Board") of Mangalam Industrial Finance Limited ("Company" or "MIFL"), together with the Audited Standalone Financial Statements for the Financial Year ("FY") ended 31^st March, 2024 prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (''the Act'').

1. COMPANY OVERVIEW:

Mangalam Industrial Finance Limited, a public limited company established in 1983, operates as a non-deposit taking non-banking finance company. The company is registered with the Reserve Bank of India under registration number B.05.02961. Its registered office is located at Old Nimta Road, Nandan Nagar, Belghoria, Kolkata, West Bengal - 700 083, India while its corporate office is situated at Hall No-1, M R Icon, Next to Milestone, Vasna Bhayli Road, Vadodara, Gujarat - 391 410, India.

2. FINANCIAL HIGHLIGHTS:

The financial performance of your Company for the FY ended March 31, 2024, is summarized below:

(Amount ^ in Lakhs)
Particulars	Standalone
	Current Year 2023-24	Previous Year 2022-23
Interest & Other Income	261.45	133.12
Profit Before Depreciation & Taxation & Exceptional Items	29.04	(487.43)
Exceptional Items	0.00	0.00
Profit Before Depreciation & Taxation	29.04	(487.43)
Less: Depreciation	3.40	1.58
Less: Current Tax	6.66	11.20
Less: Deferred Tax	0.21	0.73
Profit / (Loss) After Taxation	18.77	(500.94)
Add: Balance Brought Forward from Previous Year	(735.46)	(231.10)
Less: Transferred to Statutory Reserve	3.75	0.00
Less: Fair Valuation of Equity Instrument	0.00	0.00
Add: Other Adjustment	9.26	(3.42)
Add: Contingent Provision For Standard Assets	0.00	0.00
Balance Carried to Balance Sheet	(729.70)	(735.46)
The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS), notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 and other relevant provisions of the Companies Act, 2013.

3. OPERATIONS/STATE OF COMPANY''S AFFAIRS:

The Profit before tax during the year is ^ 25.64 Lakhs against loss before tax ^ (489.01) Lakhs in previous year. The Profit after tax is ^ 18.77 Lakhs against loss of ^ (500.94) Lakhs in previous year. In assessing the recoverability of loans, receivables and investments, the Company has considered internal and external sources of information, economic forecast and industry reports upto the date of approval of these financial results. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current Financial Year.

? BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS

The Company is a Non-Banking Finance Company and is presently engaged in the business of investing and financing.

4. TRANSFER TO RESERVES:

The Company during the year under review, in accordance with Section 45-IC (1) of The Reserve Bank of India Act, 1934 has transferred an amount of ^ 3.75 Lakhs to Statutory Reserve. As on 31^st March, 2024, the balance in the Statutory Reserve is ^ 36.80 Lakhs.

5. CHANGES IN THE NATURE OF BUSINESS:

During the year under review, the nature of business of the Company remained unchanged.

6. DIVIDEND:

The company has not declared a dividend for the financial year 2023-24 in order to strengthen its financial position and increase its reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

As the company has not declared or paid any unpaid or unclaimed dividends in previous years, it is not subject to the provisions of Section 125 of the Companies Act, 2013.

8. RIGHTS ISSUE:

? The Board of Directors at its Meeting held on 25^th May, 2023 approved raising of funds for an amount not exceeding Rs. 49,00,00,000/- (Rupees Forty-nine crores only), through a Right Issue to the eligible equity shareholders of the Company in accordance with applicable laws, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, SEBI Listing Regulations, along with relevant circulars issued by the Securities and Exchange Board of India, The Companies Act, 2013 ("Right Issue").

? Further The Board of Directors at its Meeting held on 17^th January, 2024 approved Issue of up to 12,38,92,721 Fully Paid-Up Equity Shares of Face Value of ^ 1 Each of our Company (The "Rights Equity Shares") for Cash at a Price of ^3.95 (Rupees Three and Paise Ninety Five Only) Per Rights Equity Share Aggregating up to ^ 4893.76 Lakhs on a Rights Basis to the Eligible Equity Shareholders of Company In the Ratio of 21 (Twenty One) Rights Equity Shares For Every 163 (One Hundred Sixty Three) Fully Paid-Up Equity Shares held by the Eligible Equity Shareholders on the Record Date, that is on Monday, January 29, 2024 ("Record Date") (The "Issue").

? The Rights Issue was initially opened on Monday, February 12, 2024 and Issue closure date was fixed on Monday, February 26, 2024.

? The Rights Issue Committee of the Company at their Meeting held on Sunday, February 25, 2024 has approved the extension of closure period of Rights Issue of Mangalam Industrial Finance Limited by 15 (fifteen) days i.e. Tuesday, March 12, 2024 (New Closure of Offer Date) which is earlier scheduled to be closed on Monday, February 26, 2024 (Old Closure of Offer Date) and notice announcing this extension was published in newspapers on February 26, 2024.

Upon the Closure of Rights Issue, RTA to the Issue i.e. Purva sharegistry (India) Pvt. Ltd, provided details are as under:

Particulars	No. of Application	No. of Share	% of the Issue Size
Issue Size	-	12,38,92,721	100.00%
Subscription detail
Bid Received	7,394	11,34,63,969	91.58%
Less: Bided but not Banked	17	59,519	0.05%
Balance	7,377	11,34,04,450	91.53%
Less: Technical Rejection	1,296	86,55,293	6.99%
Valid Application	6,081	10,47,49,157	84.55%

? Rights issue was under subscribed by 5.45% due to which Rights Issue Committee at its Meeting held on 16^th March, 2024 considered and approved the Devolvement of the Rights Issue of Company. The Company instructed the RTA on 16^th March, 2024 to the Issue to Refund / unblock the ASBA account of all the shareholders who have applied for the Rights Issue.

?	Summary of Corporate Action of Debit of Rights Entitlement
	Sr No.	Name of Depositories	Date of Rights Entitlement debit effected/letter	No of Records debited	No of Records debited
	1	*National Securities Depositories Limited	April, 26 2024, May 7, 14, 16 and 20, 2024, June 03, July 12, 21 and 25 2024 and August 17, 2024	11,932	6,43,93,174
	2	Central Depository Services Limited	May 16 and May 22, 2024	61,119	5,91,33,221

Note 1 :* According to the records maintained by Purva Share Registry, the Registrar and Transfer Agent (RTA) of Mangalam Industrial Finance Limited, the entitlement of 73 shareholders, totaling 31,85,35 securities, have not yet been debited from their National Securities Depository Limited (NSDL) demat accounts. This delay is likely due to factors such as inactive or dormant demat accounts or other unforeseen circumstances.

9. SHARE CAPITAL:

During the Financial Year 2023-24, following changes took place in Share capital structure of the Company:

? AUTHORIZED SHARE CAPITAL

During the Financial Year 2023-24, Authorized share capital of the company has been increased from Rs. 96,17,00,000/- (Rupees Ninety-six crore seventeen lakhs) to Rs. 126,17,00,000/- (Rupees One hundred twenty-six crore seventeen lakhs) divided into 126,17,00,000 (One hundred twenty-six crore seventeen lakhs) equity shares of Re. 1/- (Rupees One Only) each.

The increase in authorized share capital provides the company with greater flexibility to raise additional funds in the future by issuing new shares.

? ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

There were no changes in Issued, Subscribed and Paid up Share Capital during the Financial Year 2023-24.As on 31^st March, 2024, the issued, subscribed and Paid-up Share Capital of the company stood at:

(Amount in Rs.)
Capital details
Issued Share Capital	96,16,43,500
Subscribed Share Capital	96,16,43,500
Paid- up Share Capital	96,16,43,500

? UTILISATION OF PROCEEDS

During the Financial Year ended 31^st March, 2024, the Company has not raised any funds. As a result, the company submitted a NIL statement of deviation indicating zero deviations from its fundraising plans.

? BUYBACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

? SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

? BONUS SHARES

No Bonus Shares were issued during the year under review.

? EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

10. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on the BSE Limited (Scrip Code: 537800).

The company has fulfilled its obligation to pay the annual listing fees for the financial year 2023-2024 to The BSE Limited.

11. CREDIT RATING

The Company did not issue any debt securities or offer fixed deposit programs during the financial year ending March 31, 2024. This means the company did not raise funds through borrowing or taking deposits from investors.

Consequently, there was no requirement for the company to obtain a credit rating, which is typically used to assess the creditworthiness of an entity that issues debt.

12. MANAGEMENT- DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of March 31^st, 2024, the Board of Directors consisted of Seven (07) Directors. This included One (01) Executive Director, who is involved in the company''s day-to-day operations, Four (04) Non-Executive Independent Directors, and Two (02) Non-Executive Non-Independent directors.

For comprehensive information about the board and committee structure, director tenure, and other relevant details, please refer to the Corporate Governance Report included in this Annual Report.

In accordance with the requirements of the listing regulations, the Board has identified the essential skills, expertise, and competencies that its directors need to possess to effectively function in the context of the company''s business. These key skills, expertise, and core competencies are outlined in detail in the Corporate Governance Report.

? COMPOSITION OF BOARD OF DIRECTORS TILL DATE OF THE REPORT:

During the year under review, there is change in the composition of the Board as stated below:

Sr. No.	Name of Directors	DIN	Category	Date of Appointment	Date of Regularization in AGM/EOGM/ Postal Ballot	Date of cessation
1.	Mr. Venkata Ramana Revuru	02809108	Managing Director, Chairman, Executive Director (Promoter)	Original: 10-08-2021 Reappointed: 10-07-2024	Original: 27-09-2021 Reappointed 02-05-2024
2.	Mr. Yatin Sanjay Gupte	07261150	Non-Executive - Non Independent Director	03-06-2021	27-09- 2021	-
3.	Mr. Vettukallel Avirachan Sojan	07593791	Non-Executive - Non Independent Director	03-06-2021	27-09-2021	-
4.	Mr. Nikhil Bhagwanshanker Dwivedi	08865234	Non-Executive -Independent Director	03-06-2021	27-09- 2021	-
5.	Mrs. Mansi Jayendra Bhatt	10177722	Non-Executive -Woman Independent Director	25-05-2023	13-07-2023
6.	Mr. Paresh Prakashbhai Thakkar	08265981	Non-Executive Independent Director	01-03-2024	02-05-2024	-
7.	Mr. Miteshkumar Ghanshyambhai Rana	06770916	Non-Executive Independent Director	01-03-2024	02-05-2024	-

8.	Mrs. Neelambari Harshal Bhujbal	09195568	Non-Executive -Woman Independent Director	03-06-2021	27-09- 2021	28-06-2023
9.	Mr. Bhargav Govindprasad Pandya	08693675	Non-Executive Independent Director	03-06-2021	27-09-2021	25-09-2023
10.	Mr. Kamal Ashwinbhai Lalani	09141815	Non-Executive Independent Director	25-09-2023	28-10-2023	08-02-2024

? KEY MANAGERIAL PERSONNEL (KMP) TILL DATE OF THE REPORT

In terms of Section 203 of The Companies Act, 2013; Following are the details of Key Managerial Personnel and changes thereon.

Sr. No.	Name of Key Managerial Personnels	Designation	Date of Appointment	Date of cessation
1.	Mr. Venkata Ramana Revuru	Managing Director	Original: 10-08-2021	-
			Reappointed: 10-07-2024
2.	Mr. Samoil Lokhandwala	Company Secretary and Compliance Officer	01-04-2024	-
3.	Mr. Arun Pillai	Chief Financial Officer	24-04-2024	-
4.	Mr. Akhtar Khatri	Chief Financial Officer	29-06-2023	10-04-2024
5.	Ms. Kashish Purohit	Company Secretary and Compliance Officer	17-01-2024	30-03-2024
6.	Mr. Sohinderpal Singh Teja	Chief Financial Officer	06-10-2022	28-06-2023
7.	Ms. Sakina Lokhandwala	Company Secretary and Compliance Officer	06-07-2022	22-11-2023

13. MEETINGS OF THE BOARD OF DIRECTORS

During the year, 11 (Eleven) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Act. Details of all Board and Committee meetings, including dates and director attendance, are provided in the Report on Corporate Governance.

Here are the dates on which the Board Meetings were held during FY 2023-2024:

Date of Board Meetings
1. 25th May, 2023	2. 19th June,2023
3. 28th June, 2023	4. 03rd August, 2023

5. 05th August, 2023	6. 25th September, 2023
7. 02nd November, 2023	8. 17th January, 2024
9. 20th January, 2024	10. 01st March, 2024
11. 28th March, 2024

? DETAILS OF THE ATTENDANCE OF THE DIRECTORS AT THE BOARD MEETINGS HELD DURING THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2024 ARE AS FOLLOWS:

Name of the Directors	Number of Board Meetings held during the tenure of Directorship	Attended
Mr. Venkata Ramana Revuru	11	11
Mr. Yatin Sanjay Gupte	11	09
Mr. Sojan Vettukallel Avirachan	11	11
Mr. Nikhil Bhagwanshanker Dwivedi	11	08
Mrs. Mansi Jayendra Bhatt	10	10
Mr. Paresh Prakashbhai Thakkar	02	02
Mr. Miteshkumar Ghanshyambhai Rana	02	02
Mrs. Neelambari Harshal Bhujbal	03	03
Mr. Bhargav Govindprasad Pandya	06	06
Mr. Kamal Ashwinbhai Lalani	04	04

14. RETIRE BY ROTATION:

Pursuance to the Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation.

At the 41st Annual General Meeting (AGM), the following re-appointment is being proposed:

Mr. Sojan Vettukallel Avirachan, (DIN: 07593791), shall retire by rotation and being eligible, offers himself, for reappointment.

Details of the proposal for the re-appointment of Mr. Sojan Vettukallel Avirachan, (DIN: 07593791), along with his brief resume is mentioned in the Explanatory Statement under Section 102 of the Act and disclosure under Regulation 36(3) of the Listing Regulations as annexed to the Notice of the 41^st AGM. The Board recommends the re-appointment/ appointment of the above Director.

15. BOARD GOVERNANCE:

Board Governance is the framework that structures the Board and its operation. The Company Board''s governance guidelines covers aspects relating to composition and role of the Board, Chairman and its Directors, Board diversity, definition of independence, term of Directors, retirement age and committees of the Board. The Board governance guidelines also cover key aspects relating to nomination, appointment, induction and development of Directors, remuneration, code of conduct and Board effectiveness.

16. BOARD DIVERSITY:

The company acknowledges the importance of diversity on its board of directors and has established guidelines to ensure a mix of perspectives, expertise, and backgrounds. These guidelines consider factors such as thought, knowledge, skills, regional and industry experience, cultural and geographical background, perspective, gender, age, ethnicity, and race, while adhering to applicable laws and regulations and meeting the specific needs of the company''s businesses.

17. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

The company''s directors provide the following statements, which they believe to be true and accurate based on the information they have available. These statements comply with the requirements of Section 134 of the Companies Act, 2013.

The company''s board of directors confirms that it has complied with the requirements of Section 134(3)(c) of the Companies Act, 2013, regarding the directors'' responsibility statement with regards to following:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended 31^st March, 2024;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2024 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

18. DECLARATION BY INDEPENDENT DIRECTORS AS ON MARCH 31, 2024:

The company''s independent directors have formally declared that they meet the requirements for independence as defined in Section 149(6) of the Companies Act, 2013, along with Regulation 16(1)(b) of the SEBI (Listing Obligations and

Disclosures Requirements) Regulations, 2015. These declarations were submitted to the company in accordance with Section 149(7) of the Companies Act, 2013. The Independent Directors of the Company have registered themselves with the data bank of Independent Directors created and maintained by the Indian Institute of Corporate Affairs (IICA) Manesar. Also, the Independent Directors who are required to undertake online proficiency self-assessment test, have undertaken and cleared the online proficiency self-assessment test conducted by the IICA within the stipulated time period. The Board, after undertaking assessment and on examination of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:

Name of the Directors	Category
Mr. Nikhil Bhagwanshanker Dwivedi	Non-Executive Independent Director
Mrs. Mansi Jayendra Bhatt	Non-Executive Woman Independent Director
Mr. Paresh Prakashbhai Thakkar	Non-Executive Independent Director
Mr. Miteshkumar Ghanshyambhai Rana	Non-Executive Independent Director

Furthermore, the board of directors has confirmed that there are no known circumstances or situations that could potentially compromise or affect the independent directors'' ability to fulfill their duties. The board has also verified that these directors are truly independent and not influenced by the company''s management.

? SEPARATE MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 21^st March, 2024; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and NonExecutive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

19. CODE OF CONDUCT:

The Company has laid down a policy which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at https://www.miflindia.com/investor-relations/policies.

? COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director affirming compliance with the Company''s Code of Conduct by the Directors and Senior Management Personnel, for the financial year 2023-24, as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 forms a part of this Annual Report.

? COMPLIANCE WITH SECRETARIAL STANDARDS

The company has adhered to the relevant secretarial standards, SS-1 and SS-2, which govern board meetings and general meetings, respectively. Throughout the year, the company has ensured compliance with all mandatory secretarial standards.

20. BOARD COMMITTEES:

The company has formed the following committees in accordance with the relevant provisions of the Companies Act, 2013, Listing Regulations, circulars, notifications, and directives issued by the Reserve Bank of India, and the company''s internal corporate governance requirements. Each committee has a specific mandate outlined in its terms of reference to address particular issues and ensure efficient decision-making on various matters:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Rights Issue Committee

The annual report includes a detailed report on corporate governance that aligns with corporate governance standards and provides comprehensive information on the various committees established by the company. The report outlines the composition, roles and functions, terms of reference, meeting frequency, meetings held during the last financial year, and attendance records for each committee.

? COMMITTEE MEETINGS (AS ON 31^st MARCH, 2024)

Following are the details of Committee meetings held during the Financial Year 2023-24

Name of the Committees	Number of Meetings held
Audit Committee	9
Nomination and Remuneration Committee	6
Stakeholders Relationship Committee	2
Rights Issue Committee	5

Throughout the year, the board of directors adopted all recommendations made by its committees, as required by the Companies Act.

21. BOARD PROCESSES, PROCEDURES AND PRACTICES:

? The company believes that an effective board should be composed of diverse and knowledgeable members who are committed to their roles and responsibilities. The board follows a structured approach to lead the company effectively and efficiently towards achieving its vision.

? The board''s processes and practices generally involve sharing meeting agendas, convening meetings, making decisions, finalizing minutes, and overseeing board committees. The company adheres to best practices when convening and conducting board and committee meetings.

? The board holds at least four meetings annually, with no more than 120 days between consecutive meetings. Detailed notices, agendas, relevant notes, and other information are distributed to each director in advance or, in exceptional cases, presented at the meeting with the board''s approval. This ensures that the board can make timely and informed decisions.

? During board meetings, constructive discussions are encouraged to facilitate effective decision-making. The chairman ensures that sufficient time is allocated for discussing all agenda items, especially strategic matters.

? The company provides relevant information to the board and its committees, as outlined in Regulation 17 and Part A of Schedule II of the Listing Regulations. This information is shared either through agenda papers before meetings or during presentations and discussions. With the unanimous approval of the board, all unpublished price-sensitive information (UPSI) is circulated securely to board members at short notice before meetings.

22. ANNUAL EVALUATION OF THE BOARD & INDIVIDUALS ON ITS PERFORMANCE AND COMMITTEES:

In accordance with the Companies Act and Listing Regulations, the board has conducted an annual performance evaluation of itself, its individual directors, as well as the evaluation of Independent Directors and also of audit committee, nomination and remuneration committee, stakeholder relationship committee, and rights issue committee. The process used for this evaluation is detailed in the corporate governance report.

23. FAMILIARIZATION PROGRAMMES:

The company''s board members have had opportunities to familiarize themselves with the company, its management, and its operations. As part of a familiarization program, the company conducts various programs, sessions, and seminars for directors to keep them informed about industry trends, business processes, procedures, laws, rules, and regulations applicable to the company''s business. Presentations on business areas, including business strategy, risk opportunities, and quarterly performance, are also provided. These materials help directors gain a better understanding of the company, its diverse operations, and the industry in which it operates.

A formal letter of appointment is issued to directors at the time of their appointment, outlining their roles, functions, duties, responsibilities, and the board''s expectations. The familiarization program for independent directors aims to help them become acquainted with the company, its management, and its operations.

The detailed policy on the familiarization programme is available on the website at https://www.miflindia.com/investor-relations/policies.

The company has established an audit committee in compliance with the Companies Act, its rules, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Details about the audit committee are included in the corporate governance report. The board has adopted all recommendations made by the audit committee during the year, and therefore, no disclosure is necessary regarding any non-acceptance of these recommendations.

The Composition of Audit Committee pursuant to provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations is provided hereunder:

? COMPOSITION OF THE AUDIT COMMITTEE AS ON 31^st MARCH, 2024:

Name of the Members	Position on the Committee	Category	Date of Appointment in Committee
*Mrs. Mansi Jayendra Bhatt	Chairperson	Non-Executive - Woman Independent Director	25th May, 2023
Mr. Nikhil Bhagwanshanker Dwivedi	Member	Non-Executive - Independent Director	03rd June, 2021
Mr. Yatin Sanjay Gupte	Member	Non-Executive Non Independent Director	03rd June, 2021
Mr. Paresh Prakashbhai Thakkar	Member	Additional Non-Executive -Independent Director	01st March, 2024

* Mrs. Mansi Jayendra Bhatt who was member of the Audit Committee appointed on 25^th May, 2023 was designated as Chairperson pursuant to reconstitution approved by Board of Directors at its Meeting held on 01^st March, 2024.

? AUDIT COMMITTEE RECOMMENDATIONS

During the year there was no such instance where the recommendation of Audit Committee were not accepted by the Board.

25. RISK MANAGEMENT:

The company has developed a risk management policy that outlines the company''s risks and strategies for mitigating them. The management reviewed this policy during the year to improve its effectiveness in identifying, prioritizing, and managing risks, as well as defining the roles of various executives in risk monitoring, mitigation, and reporting. The goal is to increase shareholder value and achieve an optimal balance between risk and reward.

The company is currently not required to have a risk management committee as per Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management has assessed various risks and determined that none of them pose a significant threat to the company''s existence.

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism policy / whistle blower policy is also posted on the website of the Company.

The whistleblower policy/vigil mechanism allows directors and employees to report confidentially to management, without fear of retaliation, any unacceptable or unethical behavior, suspected or actual fraud, violations of the company''s code of conduct or ethics policy, and instances of leaked or suspected leaked unpublished price-sensitive information that harm the organization''s interests. It protects directors and employees who use the mechanism and provides direct access to the chairman of the audit committee in exceptional cases.

During the financial year under review, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the company''s website at https://www.miflindia.com/investor-relations/policies.

27. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and of Managerial Personnel) Rules, 2014 are annexed to this Board''s Report as Annexure -B. The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

28. POLICY ON REMUNERATION:

In compliance with the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015, the Company has laid down a comprehensive policy on Nomination and Remuneration of Directors and Key Managerial Personnel on the Board. As per such policy, candidates proposed to be appointed as Directors, Key Managerial Personnel and Senior Management on the Board shall be first reviewed by the Nomination and Remuneration Committee in its duly convened Meeting.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees.

5) Remuneration to Non-Executive/Independent Director.

29. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company being a NBFC has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

30. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES:

As required under Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, the details of loans availed by the Company from its Directors and/or from their relatives, are given below:

Name of Director/ Relative of Director	Relation (Director/Relative of Director)	Outstanding balance as on 31st March, 2024
Mr. Yatin Sanjay Gupte	Director & Promoter	17,280/-

31. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

In terms of section 186(11) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended, the Company being a NBFC registered with RBI and whose main objects as per its Memorandum of Association is to carry on business of investment activities and financing industrial enterprises, the Company is exempt from complying with provisions of Section 186 of the Act except subsection (1) of Section 186 in respect of loans made, guarantees given, securities provided, or investments made by the Company.

Further, for details of investments made by the Company, if any, please refer Notes to the Audited Financial Statements of the Company for the financial year ended March 31, 2024.

32. CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:

The company has adopted a policy of conducting related-party transactions only in the ordinary and normal course of business and at arm''s length, reflecting its commitment to the highest ethical standards, transparency, and accountability. In accordance with the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board has approved a policy on related-party transactions. During the financial year 2023-24, all contracts, arrangements, and transactions entered into by the company with related parties under Section 188(1) of the Companies Act, 2013, were conducted in the ordinary course of business and on an arm''s length basis and were approved by the company''s audit committee.

During the financial year 2023-24, all materially significant related-party transactions entered into by the company with promoters, directors, key managerial personnel, or other designated persons approved by the board are disclosed in the related-party disclosures in the notes to the financial statements for the year ended March 31, 2024.

All related party transactions were placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Related party transactions were disclosed to the Board on regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note 31 of the Standalone Financial Statements. Pursuant to Regulation 23(9) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had filed the reports on related party transactions with the Stock Exchange within the stipulated time period.

The details of contracts or arrangements with related parties entered into by the company during the financial year ended March 31, 2024, as specified in subsection (1) of Section 188, are included in Annexure A of this report.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. https://www.miflindia.com/investor-relations/policies.

33. CORPORATE SOCIAL RESPONSIBILITY:

The company is not subject to the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, for the financial year 2023-24. Therefore, there is no requirement to develop a CSR policy or undertake any CSR initiatives.

34. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT. 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES. 2014:

The company is not required to provide information regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, as per Section 134(3)(m) of the Companies Act, 2013, and the Companies (Accounts) Rules, 2014.

35. AUDITORS. AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS

? STATUTORY AUDITORS

The shareholders of the company, at the 38^th Annual General Meeting held on September 27, 2021, appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara (Firm registration number 129738W) as the company''s statutory auditors for a two-year term, ending with the conclusion of the Annual General Meeting in 2023.

The board has reappointed M/s. Mahesh Udhwani & Associates for a second term of three years, ending with the conclusion of the company''s 43^rd Annual General Meeting. The terms of engagement and remuneration for the auditors will be mutually agreed upon by the auditors and the board of directors.

M/s. Mahesh Udhwani & Associates (Firm registration number 129738W), Chartered Accountants, have confirmed that they are not ineligible to serve as the company''s statutory auditors and meet the eligibility criteria set forth in Section 139 and 141 of the Companies Act, 2013, and RBI guidelines.

The auditor''s report contains no qualifications or adverse remarks. The statutory auditor''s observations in their report, along with relevant notes to the accounts, are clear and do not require further explanation.

? INTERNAL AUDITOR

M/s. Upadhyay & Company-LLP, Chartered Accountant (Firm Registration Number : 131136W) have been appointed as Internal Auditors of the Company by complying with the provisions of Section 138 (1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

The Internal Auditors report directly to Audit Committee of the Board. The Audit Committee quarterly review the audit findings as well as the adequacy and effectiveness of internal control measures.

Further the Board of Directors at its meeting held on 24^th April, 2024, has approved reappointment M/s. Upadhyay & Company-LLP, Chartered Accountant (Firm Registration Number : 131136W) as Internal Auditors to carry out Internal Audit for Financial Year 2024-25.

? SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Company had appointed M/s. Pooja Amit Gala, Company Secretary in Practice (Membership Registration No. 69393) as Secretarial Auditor of the company to conduct the secretarial audit for the financial year 2023-24.

The Secretarial Auditor has submitted his report in Form MR-3 form for the Financial Year ended 31^st March, 2024 which forms part of the Report on Corporate Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her Report.

The Board of Directors at its meeting held on 24^th April, 2024, appointed M/s. Pooja Gala & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company in terms of Section 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for undertaking the Secretarial Audit of the Company for the Financial Year 2024-25.

Further on recommendation of Audit Committee, The Board of Directors at its meeting held on 21^st June, 2024, appointed CS Kamal A Lalani, Practicing Company Secretaries as Secretarial Auditor of the company in place of M/s. Pooja Gala & Associates, Practicing Company Secretaries, in terms of Section 204 of The Companies Act, 2013 read with Rule 8 of The Companies (Meetings of Board and its powers) Rules, 2014 and Regulation 24A of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for undertaking the Secretarial Audit of the Company for the Financial Year 2024-25, w.e.f. 21st June,2024.

? REPORTING OF FRAUDS

During the Financial Year 2023-24, neither Statutory Auditors nor Secretarial Auditors have reported under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in Board''s report.

? INTERNAL FINANCIAL CONTROLS

The Company has undertaken an audit for the FY 2023-2024 for all applicable compliances as per the Listing Regulations of the Securities Exchange Board of India, and Circulars/Guidelines issued thereunder.

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature, and complexity of business to ensure that all assets and investments are safeguarded against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.

? STAUTORY DISCLOSURES

A copy of audited financial statements of the said Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the FY 2023-2024 is attached to the Balance Sheet.

36. COST AUDIT AND COST RECORDS:

During the year under review maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY :

Your company has a strong and well-established system of internal controls. Comprehensive policies, guidelines, and procedures are in place for all business processes. The internal control system is designed to ensure that financial and other records are reliable for preparing financial and other statements and maintaining asset accountability. Based on the internal financial controls and compliance systems established and maintained by the company, the work performed by internal, statutory, and secretarial auditors and external consultants, including the audit of internal

financial controls over financial reporting by the statutory auditors, and the reviews conducted by management and relevant board committees, including the audit committee, the internal audit plan is dynamic and aligned with the company''s business objectives and is reviewed quarterly by the audit committee. Additionally, the audit committee monitors the status of management actions arising from internal audit reviews. The board believes that the company''s internal financial controls were adequate and effective during the fiscal year 2023-2024. Throughout the year, these controls were assessed, and no reportable material weaknesses were identified in their design or operation.

38. INTERNAL AUDIT & CONTROL SYSTEMS:

The company has a well-defined and documented internal control system that is appropriate for its size and operations. This system is designed to provide reasonable assurance of accurate transaction recording and reliable information and is closely monitored. Checks and balances, along with control systems, are in place to safeguard assets, ensure their proper authorization and use, and accurately record them in the company''s books. The company continuously reviews its processes and systems to adapt to changing regulatory and business environments.

Internal auditors report directly to the audit committee, which consists of four directors, including one non-executive non-independent director and three non-executive independent directors as on 31^st March, 2024. The audit committee is regularly informed of internal audit findings and corrective actions taken. The committee reviews the adequacy and effectiveness of the internal control system and recommends improvements as needed. The audit committee also seeks the internal auditor''s opinion on the adequacy of the internal control system. The company has a robust management information system that is an essential component of the control mechanism.

39. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no significant changes or commitments since the end of the financial year on March 31, 2024, that have affected the company''s financial position.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which provides a detailed overview of the company''s operations, is included as Annexure C of this Annual Report.

41. CORPORATE GOVERNANCE:

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.

As per requirement of Listing Regulations a separate section on Corporate Governance practices followed by the Company along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of Listing Regulations as forms part of this Annual Report, "Report on Corporate Governance".

42. ANNUAL RETURN:

Pursuance to Section 92(3) read with Section 134(3)(a) of the Companies a copy of Annual Return as required under The Companies Act, 2013 has been placed on the Company''s website viz. https://www.miflindia.com/investor-relations/corporate-announcement/annual-return-and-report.

43. EQUAL OPPORTUNITY AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company is dedicated to fostering a safe, healthy, and welcoming work environment for all employees, regardless of their gender, caste, creed, color, or social status. This commitment extends to all employees. During the financial year, no complaints were received regarding workplace conditions or discrimination.

a.	Number of complaints filed during the financial year	NIL
b.	Number of complaints disposed off during the financial year	NA
c.	Number of complaints pending as on end of the financial year	NA

44. AMENDMENT IN MEMORANDUM OF ASSOCIATION:

Pursuant to provisions of Section 13, 61 and other applicable provisions of The Companies Act, 2013, the authorized share capital of the company was increased from Rs. 96,17,00,000/- (Rupees Ninety-six crore seventeen lakhs) divided into 96,17,00,000 (Ninety-six crore seventeen lakhs) equity shares of Re. 1/- (Rupees One Only) each to Rs.

126.17.00. 000/- (Rupees One hundred twenty-six crore seventeen lakhs) divided into 126,17,00,000 (One hundred twenty-six crore seventeen lakhs) equity shares of Re. 1/- (Rupees One Only) each by creation of additional

30.00. 00.000 (Thirty crore only) equity shares of Re. 1/- (Rupees One Only) each.

Accordingly, the members of the Company pursuant to Postal Ballot Results dated 28^th October, 2023 approved alteration of Memorandum of Association by substituting the existing Clause V thereof by the new Clause V.

45. POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS :

The company has established a policy on document preservation and archiving in accordance with Regulation 9 and Regulation 30(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. This policy outlines guidelines for retaining records and preserving relevant documents for a specific duration before they are archived. The policy is accessible on the company''s website at https://www.miflindia.com/investor-relations/policies.

46. INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

47. CFO CERTIFICATION:

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a certificate from the Chief Financial Officer (CFO) of the company as addressed to the Board of Directors, confirming the correctness of the financial statements, Cash flow statements for the Financial Year ended 31^st March 2024, adequacy of the internal control measures and matters reported to the Audit Committee, is provided in this Annual Report.

48. DECLARATION SIGNED BY THE CEO/MANAGING DIRECTOR STATING THAT THE MEMBERS OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR MANAGEMENT:

The Annual Report includes a declaration by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Company''s Code of Conduct during the financial year 2023-2024. This declaration is required by Schedule V of the Securities and Exchange Board of India''s Listing Obligations and Disclosure Requirements Regulations 2015.

The Code of Conduct is available on website at https://www.miflindia.com/investor-relations/policies.

49. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there were no applications filed or any proceedings pending in the name of the company under the Insolvency and Bankruptcy Code (IBC), 2016.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

51. NAME CHANGE :

? The Board of Directors has approved to change the name of the Company from Mangalam Industrial Finance Limited to "Incred Credit Services Limited" or "In Credit Capital Services Limited" or such other name as may approved by the Registrar of Companies or as per prior approval of Reserve Bank of India which was further approved by the Shareholders of the Company at Extra Ordinary General Meeting dated 13^th July, 2023"

? The Company has complied with Regulation 45(1) of The SEBI (Listing Obligations and Disclosure) Requirements, 2015, to the extent they are applicable.

? The Board of Directors at its meeting held on 02^nd November, 2023 later dropped the special resolution regarding the change in name of the company from "Mangalam Industrial Finance Limited" to "InCred Credit Services Limited" passed by the members of the company on 13^th July, 2023.

52. SHARE TRANSFER SYSTEM

As per Regulation 40 of Listing Regulations, as amended, securities of listed companies can be transferred/transmitted/ transposed only in dematerialized form with effect from, 01^st April, 2019. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

53. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT, 2013:

During the year under review, The Company does not have any holding, subsidiary, joint venture and associate companies.

54. INDIAN ACCOUNTING STANDARDS. 2015:

The annexed financial statements complies in all the material aspects with The Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.

55. SECRETARIAL STANDARDS OF ICSI:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

56. ACKNOWLEDGEMENTS:

The board of directors expresses its sincere gratitude and appreciation for the support and cooperation received from its members, business associates, the Reserve Bank of India, financial institutions, and other government authorities during the past year.

The board of directors would like to express its appreciation for the contributions made by employees at all levels to the company''s continued growth and success. The board also wishes to thank shareholders, consumers, and banks for their ongoing support.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 40^th Annual Report of the Company together with Standalone Audited Accounts for the financial year ended on 31^st March, 2023.

1. COMPANY OVERVIEW:

Mangalam Industrial Finance Limited is a public limited company incorporated on 08^th February, 1983 under The Companies Act, 1956 and having its registered office at Old Nimta Road, Nandan Nagar, Belghoria, Kolkata, West Bengal - 700 083 and corporate office at Hall No-1, M R Icon, Next to Milestone, Vasna Bhayli Road, Vadodara, Gujarat - 391 410. The company is a Non-deposit taking Non-Banking Finance Company vide the Reserve Bank of India registration number B.05.02961 dated 21^st August, 2001.

2. FINANCIAL RESULTS:

Particulars	Standalone
	Current Year 2022-23	Previous Year 2021-22
Interest & Other Income	133.12	116.94
Profit Before Depreciation & Taxation & Exceptional Items	(487.43)	(67.51)
Exceptional Items	0.00	300.00
Profit Before Depreciation & Taxation	(487.43)	232.49
Less: Depreciation	1.58	0.00
Less: Current Tax	11.20	98.77
Less: Deferred Tax	0.73	0.00
Profit / (Loss) After Taxation	(500.94)	133.72
Add: Balance Brought Forward from Previous Year	(231.10)	(364.82)
Less: Transferred to Statutory Reserve	0.00	0.00
Less: Fair Valuation of Equity Instrument	0.00	0.00
Add: Other Adjustment	(3.42)	0.00
Add: Contingent Provision For Standard Assets	0.00	0.00
Balance Carried to Balance Sheet	(735.46)	(231.10)

3. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY:

Pursuant to Section 12 of The Companies Act, 2013 and any other applicable provisions of The Companies Act, 2013 and Rules made thereunder (including any statutory modifications and re-enactment thereof for the time being in force), the Company has changed its Registered Office from MMS Chambers, 4A, Council House, 1^st Floor, Room No, D1, West Bengal - 700 001 to Old Nimta Road, Nandan Nagar, Belghoria, Kolkata, West Bengal - 700 083 with effect from 06^th October, 2022.

4. OPERATIONS/STATE OF COMPANY''S AFFAIRS:

The loss before tax during the year is ^ (489.01) Lakhs against Profit before tax ^ 232.49 Lakhs in previous year. The Profit after tax is ^ (500.94) Lakhs against Profit of ^ 133.72 Lakhs in previous year. In assessing the recoverability of loans, receivables and investments, the Company has considered internal and external sources of information, economic forecast and industry reports upto the date of approval of these financial results. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the Company in the current Financial Year.

5. CHANGES IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company.

6. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on The BSE Limited (Scrip Code: 537800).

The Company has paid the Annual Listing Fees for the financial year 2022-23 to the said Stock Exchange as required.

7. BRIEF DESCRIPTION OF THE STATE OF COMPANY''S AFFAIRS:

The Company is a Non-Banking Finance Company and is presently engaged in the business of investing and financing.

8. DIVIDEND:

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company, the Directors have not recommended any dividend during the financial year 2022-23.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in the previous year, the provisions of Section 125 of The Companies Act, 2013 is not applicable to the Company.

10. SHARE CAPITAL:

The paid-up capital of the Company as on 31^st March, 2023 was ^ 96,16,43,500. During the financial year, the Company has not allotted any equity shares.

11. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no such material change and commitment, affecting the financial position of the Company which have occurred between the end of the financial year ended on 31^st March, 2023 and the date of the report.

12. TRANSFER TO RESERVES:

The Company during the year under review, in accordance with Section 45-IC (1) of The Reserve Bank of India Act, 1934 has not transferred any amount to Statutory Reserve due to Carried forward losses of previous years. As on 31^st March, 2023, the balance in the Statutory Reserve is ^ 33.05 lakhs.

13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, greed, color or social status of the employee. All employees (permanent, contractual, temporary, trainees) are covered. During the financial year, no complaints were received.

a.	Number of complaints filed during the financial year	NIL
b.	Number of complaints disposed off during the financial year	NA
c.	Number of complaints pending as on end of the financial year	NA

14. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT. 2013:

The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013.

15. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take initiative thereon.

16. RISK MANAGEMENT:

The Company has framed a Risk Management Policy containing the elements of risks and implementation strategy to mitigate those risks. During the year, the risk management policy was reviewed by the management of the Company; to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and to provide an optimum risk reward tradeoff.

The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board of Directors. Presently, the composition of Risk Management Committee as required under Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

17. COMPLIANCE:

The Compliance function of the Company is responsible for independently ensuring that operating and business units comply with the regulatory and internal guidelines. The Compliance Department of the Company continues to play a pivotal role in ensuring implementation of compliance functions in accordance with the directives issued by the Regulators, the Board of Directors and the Company''s Compliance Policy. The Audit Committee reviews the performance of the Compliance Department and the status of compliance with the regulatory or internal guidelines on a periodic basis. New instructions and guidelines issued by the regulatory authorities were disseminated across the Company to ensure that the business and functional units functions with the boundaries set up by the regulators and that the compliance risks are suitably monitored and mitigated in course of their activities and processes.

18. AUDITORS:

Statutory Auditors

In accordance with the provisions of The Companies Act, 2013, at the 38^th Annual General Meeting held on 27^th September, 2021; the shareholders had appointed M/s. Mahesh Udhwani & Associates, Chartered Accountants, Vadodara bearing firm registration number 129738W as Statutory Auditors of the Company, for a period of 2 years i.e. upto the conclusion of Annual General Meeting to be held in the year 2023, subject to ratification of their appointment at every Annual General Meeting.

The Board has re-appointed M/s. Mahesh Udhwani & Associates for its 2^nd term for the period of 3 years i.e. upto the conclusion of 43^rd Annual General Meeting to be held for adoption of accounts for the financial year ending 31^st March, 2026, subject to approval of members at the ensuing Annual General Meeting.

The Companies Act, 2013 and any other applicable provisions of The Companies Act, 2013 and Rules made thereunder (including any statutory modifications and re-enactment thereof for the time being in force), has done away with the requirement of ratification of statutory auditors at every Annual General Meeting.

There is no qualification or adverse remark in Auditor''s report. The observations of Statutory Auditor in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require any further explanation.

Secretarial Auditor

Pursuant to the provisions of Section 204 of The Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Company had appointed Mrs. Aparna Tripathi, Company Secretary in Practice (Membership Registration No. 67594) as Secretarial Auditor of the company to conduct the secretarial audit for the financial year 2022-23. During the financial year, Mrs. Aparna Tripathi resigned as Secretarial Auditor of the Company and Mrs. Pooja Amit Gala, Company Secretary in Practice (Membership Registration No. 69393) was appointed as the Secretarial Auditor of the Company to conduct the secretarial audit for the financial year 2022-23. The Secretarial Audit Report in Form MR-3 forms part of the Report on Corporate

Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her Report. The Report does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by Mrs. Pooja Amit Gala, Secretarial Auditor for the financial year 2022-23 has been submitted to the stock exchange and forms part of the Report.

No non-compliance have been reported under the Annual Secretarial Compliance Report for financial year 2022-23.

19. INTERNAL AUDITORS:

M/s. Upadhyay & Company-LLP, Chartered Accountant (Firm Registration Number : 131136W) have been appointed as Internal Auditors of the Company by complying with the provisions of Section 138 (1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

20. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS, 2015:

There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143 (12) of The Companies Act, 2013.

21. INDIAN ACCOUNTING STANDARDS. 2015:

The annexed financial statements complies in all the material aspects with The Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.

22. DIRECTORS:

The composition of Board of Directors of the Company as on 31^st March, 2023 are as under:

Sr. No.	Name of Director	Category
1.	Mr. Venkata Ramana Revuru	Managing Director (as on 10th August, 2021), Chairman (as on 14th November, 2021)
2.	Mr. Yatin Sanjay Gupte	Non-Executive - Non Independent Director
3.	Mr. Vettukallel Avirachan Sojan	Non-Executive - Non Independent Director
4.	Mr. Bhargav Govindprasad Pandya	Non-Executive - Independent Director
5.	Mr. Nikhil Bhagwanshanker Dwivedi	Non-Executive - Independent Director
6.	Mrs. Neelambari Harshal Bhujbal	Non-Executive - Woman Independent Director

Directors liable to retire by rotation

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Yatin Sanjay Gupte (DIN: 07261150) retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends all the resolutions placed before the members relating to appointment / reappointment of Directors for their approval.

Number of Board Meetings of the Board of Directors

The schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. The details of the number of Board Meetings and meetings of various Committees are given in the Report on Corporate Governance. The intervening gap between the meetings was within the time period prescribed under The Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by The Institute of Company Secretaries of India and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the financial year, 09 (Nine) Board Meetings were convened and held. The details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under The Companies Act, 2013.

Details of the attendance of the Directors at the Board meetings held during the financial year ended on 31^st March, 2023 are as follows:

Name of the Director	DIN	Category	Number of Board Meetings		Attendance at the last AGM (26th September, 2022)
			Held	Attended
Mr. Venkata Ramana Revuru	02809108	Managing Director, Chairman, Executive Director	09	09	YES
Mr. Yatin Sanjay Gupte	07261150	Non Executive Non Independent Director	09	08	YES
Mr. Vettukallel Avirachan Sojan	07593791	Non Executive Non Independent Director	09	09	YES
Mrs. Neelambari Harshal Bhujbal	09195568	NonExecutive -Woman Independent Director	09	09	YES
Mr. Bhargav Govindprasad Pandya	08693675	Non Executive Independent Director	09	09	YES
Mr. Nikhil Bhagwanshanker Dwivedi	08865234	Non Executive Independent Director	09	08	YES

23. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Your Directors make the following statements in terms of Section 134 of The Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them.

Pursuant to the requirement under Section 134 of The Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31^st March, 2023;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2023 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

24. COMMITTEES OF THE BOARD:

The Board of Directors have the following Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Report on Corporate Governance.

25. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of The Companies Act, 2013; following are the Key Managerial Personnel as on the financial year ended on 31^st March, 2023.

Sr. No.	Name of Key Managerial Personnel	Designation
1.	Mr. Venkata Ramana Revuru	Managing Director
2.	Mr. Deepakkumar Mineshkumar Doshi (Appointed w.e.f. 03rd June, 2021 and resigned on 27th September, 2022)	Chief Financial Officer
3.	Mr. Sohinderpal Singh Teja (Appointed w.e.f. 12th August, 2022)	Vice President - Finance
4.	Mr. Sohinderpal Singh Teja (Re-designated as Chief Financial Officer w.e.f. 06th October, 2022)	Chief Financial Officer
5.	Ms. Manisha Sharma (Appointed w.e.f 01st December, 2021 and resigned on 01st July, 2022)	Company Secretary and Compliance Officer
6.	Ms. Sakina Lokhandwala (Appointed w.e.f. 06th July, 2022)	Company Secretary and Compliance Officer
7.	Mr. Akhtar Khatri (Appointed w.e.f. 17th January, 2023)	President - Operations

26. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.

The Board, after undertaking assessment and on examination of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:

• Mrs. Neelambari Harshal Bhujbal

• Mr. Bhargav Govindprasad Pandya

• Mr. Nikhil Bhagwanshanker Dwivedi

27. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 17^th January, 2023; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors.

• Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

28. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors expressed their satisfaction with the evaluation process.

29. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for the Members of the Board and Senior Management Personnel of the Company. The code of conduct has also been posted on Company''s website viz. www.miflindia.com. In compliance with this code, the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31^st March, 2023. A declaration to this effect duly signed by the Chairman & Managing Director forms part of this Annual Report.

30. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of Loans, Investments, Guarantees and Securities made during the financial year ended 31^st March, 2023 as per the provisions of Section 186 of The Companies Act, 2013 and Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to the Financial Statements forming part of Annual Report.

31. CONTRACTS AND AGREEMENTS WITH RELATED PARTIES:

Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and on arms'' length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on related party transactions. During the financial year 2022-23; all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of The Companies Act, 2013 were in the ordinary course of business and on an arm''s length basis and has been approved by the Audit Committee of the Company.

During the financial year 2022-23; the materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board, are disclosed in the related party disclosures in notes to the financial statements for the financial year ended 31^st March, 2023.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Related party transactions were disclosed to the Board on regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note 31 of the Standalone Financial Statements. Pursuant to Regulation 23(9) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had filed the reports on related party transactions with the Stock Exchange within the stipulated time period.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31^st March, 2023 in prescribed Form AOC-2 is appended to this Report as Annexure -A.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. https://www.miflindia.com.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 are not applicable to the Company.

33. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details required under Section 197(12) of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Board''s Report as Annexure - B.

34. ANNUAL RETURN:

A copy of Annual Return as required under The Companies Act, 2013 has been placed on the Company''s website viz. https://www.miflindia.com.

35. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.

36. COST AUDIT AND COST RECORDS:

During the financial year 2022-23; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.

37. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism policy / whistle blower policy is also posted on the website of the Company.

The whistle blower policy/vigil mechanism enables a director or an employee to report confidentially to the management, without fear of victimization, any unacceptable and/or unethical behavior, suspected or actual fraud, violation of the Company''s code of conduct or ethics policy and instances of leak or suspected leak of unpublished price sensitive information which are detrimental to the organization''s interest. It provides safeguards against victimization of directors/ employees who avail

of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year under review, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the company''s website at www.miflindia.com

38. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.

39. STATUTORY DISCLOSURES:

A copy of audited financial statements of the Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the financial year 2022-23 is attached to the Balance Sheet.

40. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Sakina Lokhandwala, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the company''s operations forms part of this Annual Report as Annexure-C.

42. CORPORATE GOVERNANCE REPORT:

As per requirement of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliances, forms an integral part of the report.

43. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

44. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size and scale of its operations. The internal financial controls have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. These controls are adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

45. CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31^st March, 2023.

Hence during the financial year; there was no requirement to obtain such Credit Ratings.

46. ACKNOWLEDGEMENTS:

Your Directors place its gratitude and appreciation for the support and co-operation received from its members, business associates, The Reserve Bank of India, financial institutions and other various government authorities for their continued support extended to your Company during the year under review.

Your Directors wish to place on record their appreciation of the contribution made by employees at

all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.

For Mangalam Industrial Finance Limited

SD/- SD/-

Venkata Ramana Revuru Yatin Sanjay Gupte

Managing Director Non-Executive Non- Independent Director

DIN:02809108 DIN:07261150

Place: Vadodara Date: 03^rd August, 2023

---

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Standalone Audited Accounts for the year ended on 31st March, 2018.

1. FINANCIAL RESULTS:

(Rs. in Lakh)

Particulars	Standalone
	Current Year	Previous Year
Sales & Other Income	700.93	802.81
Profit Before Depreciation & Taxation	39.65	45.97
Less : Depreciation	0.26	0.42
Less: Current Tax	10.16	13.58
Less : Mat Tax Credit	0.00	0.00
Less : Deferred Tax	(0.02)	0.03
Profit / ( Loss ) After Taxation	29.25	31.94
Add: Balance Brought Forward from Previous Year	2.94	(20.60)
Surplus Available for Appropriation	(26.79)	2.94
Appropriations
Provision for Standard Assets (As per RBI Act)	3.73	(2.01)
Provision of Doubtful Assets	(56.86)	0.00
Transferred to Reserve Fund	(5.85)	(6.39)
Balance Carried To Balance Sheet	(26.79)	2.94

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK :

During the year under review, the Company has made a Profit of Rs. 39.39 lakh before tax. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. BRIEF DESCRIPTION OF THE STATE OF COMPANY’S AFFAIRS :

The Company is a Non-Banking Finance Company and is presently engaged in the business of Investing and Financing.

In the multi-tier financial system of India, importance of NBFCs in the Indian financial system cannot be neglected. The Company expects that with a stable and a reformed government at the center, there will be positive growth and further rationalization of capital market, which will lead to more investment, value creation, capitalization and thus the additional wealth for investors and see better prospects in near future. Also, with the growing economy there will be more opportunities for financing which will prove beneficial for our company. The Company expects better results in near future in anticipation of the policy reforms combined with the dedication of the highly motivated team with excellent understanding of the operations along with magnificent customer relation skills.

4. DIVIDEND :

In view of strengthening the financial position of the Company and to enhance the reserve base of the Company your directors are not recommending any dividend during the financial year.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since there was no unpaid / unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

6. SHARE CAPITAL :

The paid-up equity capital as on March 31, 2018 was Rs. 9616.435 lakhs. During the financial year the Company has not allotted any equity shares.

7. MATERIAL CHANGES A\D COMMITMENT II ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AM) THE PATE OF HIE REPORT :

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this report.

8. TRANSFER TO RESERVES :

As per the statutory requirement for NBFC Companies, the company has transferred a sum of Rs. 5,84,937/- to RBI Reserve Fund, under the head Special Reserve, vide note - 3 of Balance Sheet for the year ended 31 st March 2018.

9. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013 :

Your Company is committed to provide and promote sale, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy.

10. CORPORATE SOCIAL RESPONSIBILITY :

The Companies (Corporate Social Responsibility Policy) Rule, 2014 is not applicable to the Company. Hence there is no need to develop policy on CSR and take initiative thereon. However, your Company respects society value and make endeavor to contribute for the societal cause as far as possible.

11. RISK MANAGEMENT :

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

12. AUDITORS :

Statutory Audit

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (‘the Act’), M/s. G. C. Bafna & Co., Chartered Accountants, (Firm Registration No. 319104E), was appointed as the Auditors of the Company at the Annual General Meeting (AGM) held on September 12, 2017, to hold office till the conclusion of the AGM to be held in 2018. M/s. G. C. Bafna & Co. has since tendered its resignation as the Auditors of the Company, resulting in casual vacancy in the office of the Auditors.

The Board has recommended to the Members the appointment of M/s. R. K. Kankaria & Co. Chartered Accountants, (Firm Registration No. 321093E), as the Auditors of the Company:

(a) to fill the casual vacancy caused by the resignation of M/s. G. C. Bafna & Co. and to hold the office up to the conclusion of this AGM; and

(b) for a period 5 years from the conclusion of this AGM till the conclusion of the AGM of the Company to be held in the year 2023.

M/s. R. K. Kankaria & Co. Chartered Accountants, (Firm Registration No. 321093E) has confirmed its eligibility to act as the Statutory Auditors of the Company.

Secretarial Audit

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P D Rao & Associates, Practicing Company Secretaries (C.P. No. 14385 & Membership Number A38387) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2018 is annexed herewith as “Annexure-A” to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

13. EXTRACT OF ANNUAL RETURN :

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies ( Management and Administration ) Rules, 2014, an extract of Annual Return for the year ended 31st March, 2018 in Form No. MGT-9 is annexed herewith as “Annexure -B”.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL ;

Your Director wishes to place on record their kind appreciation to Ms. Kirti Sharma (DIN:07434779) who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Kirti Sharma has also resigned from the post of Company Secretary w.e.f. 23rd June, 2017 due to her personal reasons and in place of which Mrs. Namrata Saboo has been appointed w.e.f. 27th day of July, 2017. Ms. Kirti Sharma also changed her designation from Whole Time Director to Non-Executive Director w.e.f. 23rd June, 2017.

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act and the Listing Regulations.

15. DIRECTORS- RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause (c) of sub-section (1) and sub section (5) of section 134 of the Companies Act, 2013 (‘the Act’) and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts ongoing concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

16. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014.

17. ACCEPTANCE OF DEPOSIT :

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

19. PARTICULARS OF CONTRACTS OR AR R A NGENMENTS WITH RELATED PARTY:

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company http://vvwvv.miflindia.com/. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken wherever required.

20. ENVIRONMENT AND SAFETY :

The Company is conscious of the importance of environmentally clean & safe environment. Since your company is a Non-Banking financial company so the question of environment pollution does not arise.

However, the company ensures safety of all concerned, compliances environmental regulations and prevention of natural resources.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO :

The provisions of Section 134(3)(m) of the Companies Act, 2013, regarding conservation of energy and technology absorption, are not applicable.

Further there were no foreign exchange inflow or outgo during the period under review.

22. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange and requirements under the Companies Act, 2013, the Report on Corporate Governance together with Statutory Auditors view and management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

23. INTERNAL CONTROL SYSTEMS ANI) THEIR ADEQUACY :

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director.

24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OI INDIVIDUAL DIRECTORS :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

25. REMUNERATION POLICY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

26. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 13 (Thirteen) meeting of the Board of directors was held and the details of which are given in the Corporate Governance Report annexed hereto. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

27. CODE OF CONDUCT :

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company’s website http://ww\v.miflindia.com/. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

28. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy is available on the website of the company (http://www.minindia.com/cc/prt.pdO

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS :

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. VIGIL MECHANISM/ WHISTLE MECHANISM POLICY :

In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEB1 Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

31. PREV ENTION OF INSIDER TRADING :

The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

32. PRESERVATION OF DOCUMENTS:

All the documents as required under the Act. has been properly kept at the registered office of the Company.

33. LISTING WITH STOCK EXCHANGE

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2017-18 to the Bombay Stock Exchange Limited (BSE) where the shares of the Company are listed.

Further, The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntary delisting of equity shares and the same has been delisted from The Calcutta Stock Exchange Ltd. (CSE) with effect from 02.04.2018 vide their notice dated 29.03.2018.

34. DEPOSITORY SYSTEM:

Your Company’s equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services (India) Limited. As of March 31, 2018, 99.95% of the equity shares of your Company were held in demat form.

35. SECRETARIAL STANDARDS OF ICSI :

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

36. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Pradeep Kumar Daga

Place : Kolkata (DIN: 00080515)

Date : 28^th Day of May, 2018 Managing Director

---

Mar 31, 2016

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2016.

1. FINANCIAL RESULTS ;

(Rs. in Lakh)

Particulars	Standalone
	Current Year	Previous Year
Sales & Other Income	206.77	20.24
Profit Before Depreciation & Taxation	34.18	6.02
Less : Depreciation	0.09	0.25
Less : Current Tax	8.53	(1.10)
Less : Mat Tax Credit	1.10	1.10
Less : Deferred Tax	0.91	(0.10)
Profit / ( Loss ) After Taxation	23.55	5.87
Add: Balance Brought Forward from Previous Year	(32.32)	(36.71)
Surplus Available for Appropriation	(20.60)	(32.32)
Appropriations
Provision for Standard Assets (As per RBI Act)	(7.12)	(0.29)
Depreciation Adjusted as per Companies Act, 2013	-	(0.02)
Transferred to Reserve Fund	(4.71)	(1.17)
Balance Carried To Balance Sheet	(20.60)	(32.32)

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK:

In the year under review, the revenue from operations has been increased by 921.64% in accordance with the previous year. However, during the year the operating profit of the Company stands at Rs. 34.18 Lakh as against operating profit of Rs. 6.02 Lakh for the previous year and the total profit of Rs. 23.55 Lakh as against profit of Rs. 5.87 Lakh in the previous year. Further, Your Directors are identifying prospective investments mix strategies that will maximize the revenue of the company during the current Financial Year.

3. DIVIDEND :

Your Directors regrets its inability to recommend any dividend to the equity shareholders for the year in the current financial year.

4. AUDITORS :

Statutory Auditors:-

At the Annual General Meeting, Members will be required to appoint Auditors for the current financial year 2016-17. M/s. Maroti & Associates, Chartered Accountants, (Finn Registration Number 322770E) the existing Statutory Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2016-17, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2016 is annexed herewith as “Annexure A” to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

5. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-B"

6. DIRECTORS :

Your Director wish to place on record their kind appreciation of valuable guidance, support and advice rendered by Mr. Tapas Mondal (DIN 00087387), whose terms of appointment as Chief Financial Officer and Whole Time Director completes on 30.09.2017, resign from the directorship before the expiry of the term due to unavoidable personal reasons. His resignation shall be effective from 8th day of July, 2015. Further, keeping in view the legal requirements as per the provisions and all other applicable provisions of the Companies Act, 2013 and in the interest of stakeholder Mr. Anand Kumar Jain (DIN 06867391) be & is hereby appointed as Chief Financial Officer of the Company with effect from 17th August, 2015 and Ms. Kirti Sharma (DIN 07434779) be and is hereby appointed as Whole Time Director of the company with effect from 16.02.2016.

Mrs. Vinita Daga had submitted her resignation to the Board and the same was accepted by the Board at its meeting held on 06th February, 2016. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mrs. Vinita Daga towards the growth and development of the company during her tenure as a Director. The Board also on behalf of the members wishes to Mrs. Vinita Daga a long and healthy life.

Mr. Pradeep Kumar Daga (DIN 00080515) is doyen in security market with more than 25 years’ experience in the Capital & Financial Market and one of the most respected business personalities in India. He possesses vast expertise and knowledge in Accounts, Finance and Corporate Restructuring. He is a leader to care, to adopt strategic decision and to build a team for (the interest of its stakeholder. In the opinion of the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga (DIN 00080515) plays the role of Managing Director.

Your Director wishes to place on record their kind appreciation to Mr. Utpal Dey (DIN: 06931935) who retires by rotation and being eligible, offers himself for re-appointment.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act, 2013 (The Act). Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

7. DIRECTORS’ RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (‘the Act’) and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts ongoing concern basis.

8. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (appointment and Remuneration of Managerial Personnel) Rules 2014.

9. STATUTORY INFORMATION :

Particulars required to be furnished by the companies (Accounts) Rules, 2014:

1. Conservation of Energy : Nil

2. Technology Absorption & Adoption : Nil

3. Foreign Exchange Earning & Outgo : Nil

10. CORPORATE GOVERNANCE :

As required under clause 49 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the listing agreement with the stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

All new Independent Directors inducted into the Board attend ail orientation program. The details of training and familiarization program are provided in the Corporate Governance and is also available on our website (http://www.miflindia.com/investor.htm1). Further at the time of appointment of independent director, the company issues a formal letter of appointment outlining his / her role, functions, duties and responsibilities.

12. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capita] markets to ensure better enforceability. The said regulation were effective December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective dale. The Company entered into Listing Agreement with BSE Limited and The Calcutta Stock Exchange Limited during December, 2015.

13. POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website(http://www.miflindia.com/investor.htm1). The policies are reviewed periodically by the board and updated based on need and new compliance requirement.

14. RELATED PARTY TRANSACTION POLICY:

The policy regulates all transactions between the company and its related parties. The policy is available on the website of the company (http://www.miflindia.com/cc/prt.pdf).

15. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

16. POLICY FOR DETERMINING MATERIALITY FOR DISCLOSURES:

In terms of Regulation 30 (4) (ii) of the Listing Regulations, the Board of Directors of the Company, is required to formulate and adopt a Policy for Determination of Materiality of Events / Information, and upload the same on the website of the Company. Further, SEBl had vide Circular No. C1R/CFD/CMD/4/2015 dated 9th September, 2015, prescribed the details that need to be provided by Listed Companies while disclosing such material events/ information.

This policy applies to disclosure of material events affecting the company. In terms of Regulation 30 of the Listing Regulations, listed entities are required to disclose details of events / information which in the opinion of the Board, are material.

17. REMUNERATION POLICY :

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated in the Corporate Governance Report.

18. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Pradeep Kumar Daga Kirti Sharma

Place: Kolkata (DIN 00080515) (DIN 07434779)

Date : 19^th Day of May, 2016 Managing Director Whole Time Director

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Mar 31, 2015

To The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS :

Rs. in Lakh

Standalone Particulars Current Year Previous Year

Sales & Other Income 20.24 16.30

Profit Before Depreciation & Taxation 6.02 (8.64)

Less : Depreciation 0.25 0.04

Less : Current Tax (1.10) 0.00

Less : Mat Tax Credit 1.10 0.00

Less : Deferred Tax (0.10) (0.81)

Profit / (Loss) After Taxation 5.87 (7.88)

Add: Balance Brought Forward from Previous Year (36.71) (30.16)

Surplus Available for Appropriation (32.32) (36.71)

Appropriations

Provision for Standard Assets (As per RBI Act) (0.29) 1.33

Depreciation Adjusted as per Companies Act, 2013 (0.02) 0.00

Transferred to Reserve Fund (1.17) 0.00

Balance Carried To Balance Sheet (32.32) (36.71)

2. REVIEW OF OPERATIONS & PERFORMANCE & FUTURE OUTLOOK:

In the year under review, the revenue from operations has been increased by 24.82% in accordance with the previous year. However, during the year the operating profit of the Company stands at Rs. 6.02 Lakh as against operating loss of Rs. 8.64 Lakh for the previous year and the total profit of Rs. 5.87 Lakh as against Loss of Rs. 7.88 Lakh in the previous year. Further, Your Directors are identifying prospective investments mix strategies that will maximize the revenue of the company during the current Financial Year.

3. DIVIDEND :

Your Directors regrets its inability to recommend any dividend to the equity shareholders for the year in the current financial year.

4. AUDITORS :

Statutory Audit:-

At the Annual General Meeting, Members will be required to appoint Auditors for the current financial year 2014-15. M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E) the existing Statutory Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2015-16, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:-

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to the provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P. Doleswar Rao, of company Secretaries in practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

5. EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT - 9 is annexed herewith as "Annexure - B".

6. DIRECTORS :

Your Director wish to place on record their kind appreciation of valuable guidance, support and advice rendered by Mr. Ramesh Chandra Daga (DIN 00080751), whose terms of appointment as Managing Director complete on 30.09.2014 and he is not seeking re-appointment and resign from the directorship. His resignation shall be effective from 1st day of October, 2014. Further, keeping in view the legal requirements as per the provisions of Sections 196 and 203 and all other applicable provisions of the Companies Act, 2013 and in the interest of stakeholder Mrs. Vinita Daga (DIN 00080647) be & is hereby appointed as Managing Director of the Company. During the year Mrs. Vinita Daga (DIN 00080647) change his position from Managing Directorship to Director w.e.f. 31.01.2015 and Mr. Pradeep Kumar Daga (DIN 00080515) has been taken the position of Managing Director w.e.f. 01.02.2015.

Mr. Pradeep Kumar Daga (DIN 00080515) is doyen in security market with more than 25 years' experience in the Capital & Financial Market and one of the most respected business personalities in India. He possesses vast expertise and knowledge in Accounts, Finance and Corporate Restructuring. He is a leader to care, to adopt strategic decision and to build a team for the interest of its stakeholder. In the opinion of the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga (DIN 00080515) is appointed as Managing Director.

Further, keeping in view his vast expertise and knowledge, it is proposed to appoint Mr. Pradeep Kumar Daga, as Managing Director who shall retire by rotation at AGM & be eligible for reappointment.

Your Director wishes to place on record their kind appreciation to Mr. Rathindra Nath Ghosh who retires by rotation and being eligible, offers himself for re-appointment.

Mr. Tapas Mondal is associated as Director and Chief Financial Officer of the company form past eight years & above. He has served the company with his people management skill & possesses vast experience and knowledge in the field of Finance. The Board therefore decided to appoint him as a Whole time executive director of the company designated as "Chief Financial Officer" (CFO) for a period of three years effective from the date of conclusion of this AGM up to 30.09.2017 on the terms and conditions of appointment and remuneration as set out in the statement annexed to the Notice convening this meeting.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act, 2013 (The Act) . Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 ('the Act') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

8. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION :

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. CORPORATE GOVERNANCE :

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. REMUNERATION POLICY :

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The remuneration Policy is stated in the Corporate Governance Report.

12. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Date : 26th day of May, 2015 Pradeep Kumar Daga Vinita Daga

Place: Kolkata (DIN 00080515) (DIN 00080647)

Managing Director Director

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS :

Rs. in Lakh

Standalone Current Year Previous Year

PROFIT/(LOSS) BEFORE TAXATION (8.68) 13.11

Current Tax 0.00 (7.01)

Mat Tax Credit 0.00 (0.20)

Deferred Tax 0.81 (0.75)

PROFIT / ( LOSS ) AFTER TAX (7.88) 5.16

Provision for Standard Assets (As per RBI Act) 1.33 0.99

Assessed Tax for earlier years 0.00 0.00

Brought forward from earlier years (30.16) (35.28)

Balance Carried To Balance Sheet (36.71) (29.12)

2. Review of Operations & Performance & Future outlook:

In the year under review, the revenue from operations had been declined by 75% due to precarious market conditions. However, the profit of the Company before exceptional expenditures stands at Rs. 4,23,776 /- but BSE Direct Listing application & process cost of Rs.12,92,120/- penetrated a Loss of Rs. 8,68,364/- to the Company. Further, Your Directors are identifying prospective investments mix strategies that will maximize the revenue of the company during the current Financial Year.

3. DIVIDEND : Your Directors regrets its inability to recommend any dividend for the year due to loss in the current financial year.

4. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS :

The Ministry of Corporate Affairs, Government of India, has granted a general exemption to companies, by General Circular No.2/2011 dated 8th February, 2011, under Section 212 (8) of the Companies Act, 1956, from attaching individual accounts of subsidiaries with their annual reports, subject to fulfillment of certain conditions.

Accordingly, the Board of Directors of the Company has, by resolution, given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiaries in the Annual Report of the Company for the financial year ended 31st March, 2014.

However, the Consolidated Financial Statements of the subsidiaries (prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India), form part of the Annual Report and are reflected in the Consolidated Accounts of the Company. In addition, the financial data of the subsidiaries have been furnished under section 212 of companies Act, 1956 as a note to the Consolidated Financial Statements and forms part of this Annual Report.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the head offices of the respective subsidiary companies and will be available to investors seeking information at any time.

5. AUDITORS :

At the Annual General Meeting, Members will be required to appoint Auditors for the current financial year 2014-14. M/s. Maroti & Associates, Chartered Accountants, the existing Statutory Auditors have furnished a certificate, confirming that if re-appointed for the financial year 2014-15, their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013. The Members are requested to consider their re-appointment as Auditors of the Company for the current year and authorize the Board of Directors to fix their remuneration.

6. DIRECTORS :

Your Director wish to place on record their kind appreciation of valuable guidance, support and advice rendered by Mr. Ramesh Chandra Daga, whose terms of appointment as Managing Director complete on 30.09.2014 and he is not seeking re-appointment and resign from the directorship. His resignation shall be effective from 1st day of October, 2014. Further, keeping in view the legal requirements as per the provisions of Sections 196 and 203 and all other applicable provisions of the Companies Act, 2013 and in the interest of stakeholder Mrs. Vinita Daga be & is hereby proposed to be appointed as Managing Director of the Company.

Mr. Pradeep Kumar Daga is doyen in security market with more than 25 years'' experience in the Capital & Financial Market and one of the most respected business personalities in India. He possesses vast expertise and knowledge in Accounts, Finance and Corporate Restructuring. He is a leader to care, to adopt strategic decision and to build a team for the interest of its stakeholder. In the opinion of the Board it will be in the interest of the Company that Mr. Pradeep Kumar Daga is appointed as Director. Further, keeping in view his vast expertise and knowledge, it is proposed to appoint Mr. Pradeep Kumar Daga, as non-executive director who shall retire by rotation at AGM & be eligible for reappointment.

Your Director wishes to place on record their kind appreciation to Mrs. Kakoli Mondal for her association with the company and her support and advice helped in pivotal decision making.

Mr. Rathindra Nath Ghosh who retires by rotation and being eligible, offers himself for re- appointment.

Mr. Tapas Mondal is associated as Director of the company form past eight years & above. He has served the company with his people management skill & possesses vast experience and knowledge in Accounts and Finance. The Board therefore decided to appoint him as a Whole time executive director of the company designated as "Chief Financial Officer" (CFO) for a period of three years effective from the date of conclusion of this AGM up to 30.09.2017 on the terms and conditions of appointment and remuneration as set out in the statement annexed to the Notice convening this meeting.

An Independent director shall be appointed as per the provisions of Section 149 of the Act, and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, The company may propose name of requisite numbers of Independent Directors in compliance with the provision of section 149 of The Companies Act,2013 (The Act) . Who in the opinion of the Board, if fulfill the conditions specified in The Act and the Rules made there under for appointment of Independent Directors and are independent of the management.

7. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of clause c of sub-section 1 and sub section 5 of section 134 of the Companies Act, 2013 (''the Act'') and corresponding to the section 217 (2AA) of the Companies Act, 1956 and based on the representations received from the operating management, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and Profit & Loss of the company for that period.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

8. PERSONNEL :

Human Capital is an important asset for the Company and the Company has taken and shall continue to take adequate steps towards education and enrichment of the human capital. Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. None of the employees of the company are in receipt of remuneration in excess of the limit prescribed under Section 217(2A) of the Companies Act, 1956.

9. STATUTORY INFORMATION :

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

10. CORPORATE GOVERNANCE :

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. Listing at BSE Ltd.

Your directors are pleased to inform you that entire equity share of your company had been listed on BSE Ltd at the end of the last quarter of the Financial Year 2013-14 providing ready marketability of securities on a continuous basis adding prestige and importance to the company. This will increase your company''s credential. This is a step towards our ambition to build a more diversified product profile targeting disparate risk appetites.

12. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Date : 27th day of May, 2014 Tapas Mondal Ramesh Chandra Daga Place: Kolkata Director Managing Director